Common use of Termination of Employment or Service Clause in Contracts

Termination of Employment or Service. If, for any reason other than retirement, death or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultant, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period; provided, however, that if Optionee’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effect.

Termination of Employment or Service. If(a) Notwithstanding the vesting schedule set forth in SECTION 2, if you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) due to a Termination for Cause, all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to any extent whatsoever. (b) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) for any reason other than retirementCause, death death, Disability or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultantRetirement, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date unvested portion of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire)terminate immediately and the vested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for thirty (30) days following such termination, but in no event may the Option be exercised after not later than the expiration of the Option Period; providedTerm. If you do not exercise the Option during such period, however, that if Optionee’s employment the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or service effect. (c) If you cease to be an Employee or a Non-Employee Director (as a director or consultant is terminated because of the Optionee’s (aapplicable) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliatesa Subsidiary (as applicable) by reason of your death or Disability, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service unvested portion of the Company or its Affiliates (such reasons Option shall hereinafter be collectively referred to as “for cause”), then immediately vest and become exercisable and the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised remain exercisable for six (to the extent Optionee would have been entitled to do so at 6) months following the date of death or termination Disability, but not later than the expiration of employment the Option Term. If you, or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal your authorized representative or, in the case of death, do(es) not exercise the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period during such period, the Option shall expire)be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (d) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) by reason of your Retirement, the unvested portion of the Option shall terminate immediately, and the vested portion of the Option that is exercisable as of the date your employment or service ceases shall remain exercisable for six (6) months following the date of such Retirement, but in no event may the Option be exercised after not later than the expiration of the Option PeriodTerm. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need If you do not exercise the Option within three (3) months of termination of employment but will be entitled to exercise during such period, the Option within shall be void and deemed to have been forfeited upon the maximum term expiration of such period and shall be of no further force or effect. (e) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) by reason of your Disability or death and only if price quotations for the Shares are not available on any exchange or national market system, you or the beneficial holder of the Option, as the case may be, shall have the right during the exercise period provided in SECTION 3(c) above to demand that the Company purchase the vested portion of the Option from you, or such beneficial holder, at a value equal to the extent difference between the Fair Market Value of the Shares subject to the Option was otherwise exercisable at and the date exercise price of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effectOption.

Termination of Employment or Service. If(a) Notwithstanding the vesting schedule set forth in Section 2, if you cease to be an Executive, a Non-Employee Director or a Discretionary Participant (as applicable) of the Company or a Subsidiary (as applicable) due to a Termination for Cause, or if you terminate employment without Good Reason, all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to any extent whatsoever. (b) If you cease to be an Executive or a Discretionary Participant (as applicable) of the Company or a Subsidiary (as applicable) for any reason other than retirement, death Cause or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultantfor Good Reason, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date unvested portion of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire)terminate immediately and the vested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for six (6) months following such termination, but in no event may the Option be exercised after not later than the expiration of the Option Period; providedTerm. If you do not exercise the Option during such period, howeverthe Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (c) If you cease to be an Executive, that if Optionee’s employment a Non-Employee Director or service a Discretionary Participant (as a director or consultant is terminated because of the Optionee’s (aapplicable) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliatesa Subsidiary (as applicable) by reason of your death or Disability, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service unvested portion of the Company or its Affiliates (such reasons Option shall hereinafter be collectively referred to as “for cause”), then immediately vest and become exercisable and the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised remain exercisable for six (to the extent Optionee would have been entitled to do so at 6) months following the date of death or termination Disability, but not later than the expiration of employment the Option Term. If you, or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal your authorized representative or, in the case of death, do(es) not exercise the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period during such period, the Option shall expire)be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (d) If you cease to be an Executive, a Non-Employee Director or a Discretionary Participant (as applicable) of the Company or a Subsidiary (as applicable) by reason of your Retirement, the unvested portion of the Option shall terminate immediately, and the vested portion of the Option that is exercisable as of the date your employment or service ceases shall remain exercisable for six (6) months following the date of such Retirement, but in no event may the Option be exercised after not later than the expiration of the Option PeriodTerm. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need If you do not exercise the Option within three (3) months of termination of employment but will be entitled to exercise during such period, the Option within shall be void and deemed to have been forfeited upon the maximum term expiration of such period and shall be of no further force or effect. (e) If you cease to be an Executive or a Discretionary Participant of the Company or a Subsidiary (as applicable) by reason of your Disability or death and only if price quotations for the Shares are not available on any exchange or national market system, you or the beneficial holder of the Option, as the case may be, shall have the right during the exercise period provided in Section 3(c) above to demand that the Company purchase the vested portion of the Option from you, or such beneficial holder, at a value equal to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies value of the Company difference between the Fair Market Value of the Shares and its Affiliates then in effectthe exercise price of such Option.

Termination of Employment or Service. IfAll or any part of any Option, to the extent unexercised, shall terminate immediately, upon the cessation or termination for any reason other than retirementof the holder's employment by, death or disabilityservice with, Optionee ceases to be employed by the Company Corporation, the Parent or any Subsidiary, except that the holder shall have until the end of the thirtieth day following the cessation of his employment or service with the Corporation or its Affiliates or ceases Subsidiaries, and no longer, to serve as a director or consultant, exercise any unexercised Option that he could have exercised on the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of termination of day on which such employment or cessation of serving as a director or consultant) during a three-month period after service terminated; provided, that such date (after which period the Option shall expire), but in no event may the Option exercise must be exercised after accomplished prior to the expiration of the Option Periodterm of such Option. Notwithstanding the foregoing, if the cessation of employment or service is due to disability (to an extent and in a manner as shall be determined in each case by the Committee in its sole discretion) or to death, the holder or the representative of the estate of a deceased holder shall have the privilege of exercising any unexercised Options which the holder could have exercised at the time of such disability or death or which the Board determines to accelerate pursuant to Section 10; provided, however, that if Optionee’s employment or service as a director or consultant is terminated because such exercise must be accomplished prior to the expiration of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure term of trade secrets such Option and within one year of the Company holder's disability or death, as the case may be. Notwithstanding any other provision of the Plan, the Board of Directors may in its Affiliatesdiscretion extend the post-termination exercise period with respect to any individual Option, (c) failure to perform his/her job duties and services resulting but in a material adverse effect on no event beyond the Company or its Affiliates or (d) expiration of the commission original term of a willful, felonious act while in such Option. If the employment or service of any holder of an Option with the Company Corporation or a Subsidiary shall be terminated because of the holder's violation of the duties of such employment or service with the Corporation or a Subsidiary as he may from time to time have, the existence of which violation shall be determined by the Committee in its Affiliates sole discretion (which determination by the Committee shall be conclusive) all unexercised Options of such reasons holder shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire terminate immediately upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s holder's employment or service ceases because Optionee with the Corporation and all Subsidiaries, and a holder of Options whose employment or service with the Corporation and any Subsidiaries is determined so terminated, shall have no right after such termination to be disabled, the exercise any unexercised Option may be he might have exercised (prior to the extent Optionee would have been entitled to do so at the date of death or termination of his employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance service with the retirement policies of the Company Corporation and its Affiliates then in effectSubsidiaries.

Termination of Employment or Service. If(a) Notwithstanding the vesting schedule set forth in SECTION 2, if you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) due to a Termination for Cause, all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to any extent whatsoever. (b)If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) for any reason other than retirementCause, death death, Disability or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultantRetirement, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date unvested portion of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire)terminate immediately and the vested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for ninety (90) days following such termination, but in no event may the Option be exercised after not later than the expiration of the Option Period; providedTerm. If you do not exercise the Option during such period, however, that if Optionee’s employment the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or service effect. (c) If you cease to be an Employee or a Non-Employee Director (as a director or consultant is terminated because of the Optionee’s (aapplicable) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliatesa Subsidiary (as applicable) by reason of your death or Disability, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service unvested portion of the Company or its Affiliates (such reasons Option shall hereinafter be collectively referred to as “for cause”), then immediately vest and become exercisable and the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised remain exercisable for five (to the extent Optionee would have been entitled to do so at 5) years following the date of death or termination Disability, but not later than the expiration of employment the Option Term. If you, or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal your authorized representative or, in the case of death, do(es) not exercise the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period during such period, the Option shall expire)be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (d) If you cease to be an Employee or a Non-Employee Director (as applicable) of the Company or a Subsidiary (as applicable) by reason of your Retirement, the unvested portion of the Option shall immediately vest and become exercisable and the Option shall remain exercisable for five (5) years following the date of such Retirement, but in no event may the Option be exercised after not later than the expiration of the Option PeriodTerm. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need If you do not exercise the Option within three (3) months of termination of employment but will be entitled to exercise during such period, the Option within shall be void and deemed to have been forfeited upon the maximum term expiration of the Option to the extent the Option was otherwise exercisable at the date such period and shall be of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in no further force or effect.

Termination of Employment or Service. If(a) Upon Executive’s termination of employment with or service to the Company or a subsidiary of the Company, the Options shall be subject to the terms and conditions set forth below, unless otherwise determined by the Board of Directors of the Company: (i) In the event Executive’s employment or service terminates by reason of (A) Executive’s death or (B) Executive’s Disability (as hereafter defined), (x) all Options granted under this Agreement that are not yet exercisable under the terms of Section 3 (a) shall immediately and without action by any party hereto become exercisable, and (y) all Options granted hereunder shall expire and shall not be exercisable more than one (1) year after the date of such termination of employment or service, subject to the earlier expiration of the Options as provided for any elsewhere in this Agreement. (ii) In the event Executive’s employment or service terminates by reason other than of Executive’s Retirement (as hereafter defined), (A) the Options granted hereunder shall continue to vest according to Section 3(a) for a three (3) year period following the date of such retirement, death and (B) all Options granted hereunder shall expire and shall not be exercisable more than three (3) years after the date of such Retirement, subject to the earlier expiration of the Options as provided for elsewhere in this Agreement. (iii) In the event Executive’s employment or disability, Optionee ceases to be employed service is terminated by the Company or its Affiliates by a subsidiary of the Company in the absence of Cause (as hereafter defined) (an “Involuntary Termination Without Cause”) where Section 5(a)(vi) does not apply, Executive may, for a three (3) month period following the date of such termination of employment or ceases service, exercise only such number of Options that were exercisable as of the date of such termination, subject to serve the earlier expiration of the Options as provided for elsewhere in this Agreement. For the avoidance of doubt, Options that had not vested as of the date of such termination of employment or service shall expire as of the date of such termination. (iv) In the event Executive’s employment or service is terminated by the Company or by a director or consultantsubsidiary of the Company by reason of Cause (an “Involuntary Termination With Cause”), the Option Options granted hereunder (whether vested or not) shall expire and shall not be exercisable on or after the date of such termination of employment or service. For the avoidance of doubt, upon such termination of employment or service, Executive may be exercised (not exercise any Options that were otherwise exercisable prior to the extent Optionee would have been entitled date of termination. (v) In the event Executive’s employment or service is terminated other than on account of (A) Executive’s death or Disability, (B) Executive’s Retirement, (C) an Involuntary Termination Without Cause, where Section 5(a)(vi) does not apply, or (D) an Involuntary Termination With Cause, Executive may, for a three (3) month period following the date of such termination of employment or service, exercise only such number of Options that were exercisable as of the date of such termination, subject to do so at the earlier expiration of the Options as provided for elsewhere in this Agreement. For the avoidance of doubt, Options that had not vested as of the date of such termination of employment or service shall expire as of the date of such termination. (vi) In the event that, not more than twenty-four (24) months after the date of a Change of Control of the Company (as hereafter defined), Executive’s employment or service to the Company or to a subsidiary of the Company or to the successor of the Company or such subsidiary shall terminate, (A) all Options granted under this Agreement that shall not yet be exercisable under the terms of Section 3 (a) shall immediately and without action by any party hereto become exercisable, and (B) all Options granted hereunder shall expire and shall not be exercisable more than three (3) months after the date of such termination of employment or service, subject to the earlier expiration of the Options as provided for elsewhere in this Agreement; provided, however, that this Section 5(a)(vi) shall not apply where the termination of employment or service is (x) an Involuntary Termination with Cause or (y) not for a Good Reason (as hereafter defined) (with the result in either such event being governed by the other provisions of this Agreement). (vii) Nothing in any of the foregoing provisions of this Section 5 providing for an exercise period following the date of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option service shall expire), but in no event may the Option be exercised after deemed to extend the expiration date of any Options from that provided for in Section 4 hereof, and the Options shall expire and shall cease to exercisable upon the earlier of the Option Period; provided, however, that if Optioneedate provided for in Section 4 above or the date provided for in the foregoing provisions of this Section 5. (b) In the event Executive’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from to the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “terminated for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabledCause, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date Board of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer Directors of the Company) as a result , in its sole discretion, may, with respect to any exercise of Retirement, Optionee need not exercise the Option Options occurring within three (3) months of the date of the termination of employment but will or service, require Executive to (i) deliver and transfer to the Company the Common Shares received by Executive upon such exercise of Options or (ii) pay to the Company an amount equal to any gain (realized or unrealized) received by Executive upon such exercise minus the respective price paid upon exercise (if any). Additionally, the Company shall be entitled to exercise the Option within the maximum term of the Option set-off any such amount owed to the extent Company against any amount owed to Executive by the Option was otherwise exercisable at Company. (c) In the date of Retirement. The term “Retirement” event Executive shall engage in Detrimental Activity (as used herein means such hereafter defined) following a termination of employment or service to the Company, (i) any Options otherwise exercisable pursuant to the provisions of this Option Agreement shall automatically expire and shall cease to be exercisable, and (ii) the Board of Directors, in accordance its sole discretion, may, with respect to any Option exercised during the retirement policies three (3) month period before the commencement of such Detrimental Activity, require Executive to (A) deliver and transfer to the Company and its Affiliates then in effectthe Common Shares received by Executive upon such exercise of Options or (B) pay to the Company an amount equal to any gain (realized or unrealized) received by Executive upon such exercise minus the respective price paid upon exercise (if any). Additionally, the Company shall be entitled to set-off any such amount owed to the Company against any amount owed to Executive by the Company.

Termination of Employment or Service. If(a) If the Optionee's employment or service terminates by reason of death, the Stock Option may thereafter be exercised, to the extent then exercisable, or on such accelerated basis as the Committee may determine, for a period of one year from the date of such death or until the expiration of the stated term of the Stock Option, whichever period is the shorter. (b) If the Optionee's employment or service terminates by reason of Disability, the Stock Option may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may determine, for a period of three years from the date of such termination of employment or service or until the expiration of the stated term of the Stock Option, whichever period is the shorter, provided, however, that if the Optionee dies within such period, the Stock Option shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of the Stock Option, whichever period is the shorter. (c) If the Optionee's employment or service terminates by reason of Retirement, the Stock Option may thereafter be exercised by the Optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Committee may determine, for a period of five years from the date of such termination of employment or service or until the expiration of the stated term of the Stock Option, whichever period is the shorter; provided, however that if the Optionee dies within such period the Stock Option shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of 12 months from the date of such death or until the expiration of the stated term of the Stock Option, whichever period, is shorter. (d) Unless otherwise determined by the Committee: (i) if the Optionee incurs a Termination of Employment for Cause, the Stock Option shall thereupon terminate; and (ii) if the Optionee incurs a Termination of Employment for any reason other than retirementdeath, death Disability or disability, Optionee ceases to be employed by the Company Retirement or its Affiliates or ceases to serve as a director or consultantfor Cause, the Option Stock Option, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised (to for the extent Optionee would have been entitled to do so at lesser of three months from the date of termination such Termination of employment Employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire), but in no event may the Option be exercised after the expiration balance of the Option PeriodStock Option's term; provided, however, that if Optionee’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined within such three-month period, the Stock Option shall continue to be disabled, the Option may be exercised (exercisable to the extent Optionee would have been entitled to do so which it was exercisable at the time of death for a period of 12 months from the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after until the expiration of the Option Periodstated term of the Stock Option, whichever period is the shorter. Notwithstanding the foregoing, if the Optionee shall be deemed to be disabled ifincurs a Termination of Employment at or after a Change in Control, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity or other than by reason of any medically determinable physical death, Disability or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Stock Option within three shall be exercisable for the lesser of (31) six months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at and one day from the date of Retirement. The term “Retirement” as used herein means such termination Termination of employment in accordance with Employment, and (2) the retirement policies balance of the Company and its Affiliates then in effectStock Option's term.

Termination of Employment or Service. If(a) Upon Executive’s termination of employment with or service to the Company or a subsidiary of the Company, the Options shall be subject to the terms and conditions set forth below, unless otherwise determined by the Board of Directors of the Company: (i) In the event Executive’s employment or service terminates by reason of (A) Executive’s death or (B) Executive’s Disability (as hereafter defined), (x) all Options granted under this Agreement that are not yet exercisable under the terms of Section 3 (a) shall immediately and without action by any party hereto become exercisable, and (y) all Options granted hereunder shall expire and shall not be exercisable more than one (1) year after the date of such termination of employment or service, subject to the earlier expiration of the Options as provided for any elsewhere in this Agreement. (ii) In the event Executive’s employment or service terminates by reason other than of Executive’s Retirement (as hereafter defined), (A) the Options granted hereunder shall continue to vest according to Section 3(a) for a three (3) year period following the date of such retirement, death and (B) all Options granted hereunder shall expire and shall not be exercisable more than three (3) years after the date of such Retirement, subject to the earlier expiration of the Options as provided for elsewhere in this Agreement. (iii) In the event Executive’s employment or disability, Optionee ceases to be employed service is terminated by the Company or its Affiliates by a subsidiary of the Company in the absence of Cause (as hereafter defined) (an “Involuntary Termination Without Cause”) where Section 5(a)(vi) does not apply, Executive may, for a three (3) month period following the date of such termination of employment or ceases service, exercise only such number of Options that were exercisable as of the date of such termination, subject to serve the earlier expiration of the Options as provided for elsewhere in this Agreement. For the avoidance of doubt, Options that had not vested as of the date of such termination of employment or service shall expire as of the date of such termination. (iv) In the event Executive’s employment or service is terminated by the Company or by a director or consultantsubsidiary of the Company by reason of Cause (an “Involuntary Termination With Cause”), the Option Options granted hereunder (whether vested or not) shall expire and shall not be exercisable on or after the date of such termination of employment or service. For the avoidance of doubt, upon such termination of employment or service, Executive may be exercised (not exercise any Options that were otherwise exercisable prior to the extent Optionee would have been entitled date of termination. (v) In the event Executive’s employment or service is terminated other than on account of (A) Executive’s death or Disability, (B) Executive’s Retirement, (C) an Involuntary Termination Without Cause where Section 5(a)(vi) does not apply, or (D) an Involuntary Termination With Cause, Executive may, for a three (3) month period following the date of such termination of employment or service, exercise only such number of Options that were exercisable as of the date of such termination, subject to do so at the earlier expiration of the Options as provided for elsewhere in this Agreement. For the avoidance of doubt, Options that had not vested as of the date of such termination of employment or service shall expire as of the date of such termination. (vi) In the event that, not more than twenty four (24) months after the date of a Change of Control of the Company (as hereafter defined), Executive’s employment or service to the Company or to a subsidiary of the Company or to the successor of the Company or such subsidiary shall terminate, (A) all Options granted under this Agreement that shall not yet be exercisable under the terms of Section 3 (a) shall immediately and without action by any party hereto become exercisable, and (B) all Options granted hereunder shall expire and shall not be exercisable more than three (3) months after the date of such termination of employment or service, subject to the earlier expiration of the Options as provided for elsewhere in this Agreement; provided, however, that this Section 5(a)(vi) shall not apply where the termination of employment or service is (x) an Involuntary Termination with Cause or (y) not for a Good Reason (as hereafter defined) (with the result in either such event being governed by the other provisions of this Agreement). (vii) Nothing in any of the foregoing provisions of this Section 5 providing for an exercise period following the date of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option service shall expire), but in no event may the Option be exercised after deemed to extend the expiration date of any Options from that provided for in Section 4 hereof, and the Options shall expire and shall cease to exercisable upon the earlier of the Option Period; provided, however, that if Optioneedate provided for in Section 4 above or the date provided for in the foregoing provisions of this Section 5. (b) In the event Executive’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from to the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “terminated for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabledCause, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date Board of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer Directors of the Company) as a result , in its sole discretion, may, with respect to any exercise of Retirement, Optionee need not exercise the Option Options occurring within three (3) months of the date of the termination of employment but will or service, require Executive to (i) deliver and transfer to the Company the Common Shares received by Executive upon such exercise of Options or (ii) pay to the Company an amount equal to any gain (realized or unrealized) received by Executive upon such exercise minus the respective price paid upon exercise (if any). Additionally, the Company shall be entitled to exercise the Option within the maximum term of the Option set-off any such amount owed to the extent Company against any amount owed to Executive by the Option was otherwise exercisable at Company. (c) In the date of Retirement. The term “Retirement” event Executive shall engage in Detrimental Activity (as used herein means such hereafter defined) following a termination of employment or service to the Company, (i) any Options otherwise exercisable pursuant to the provisions of this Option Agreement shall automatically expire and shall cease to be exercisable, and (ii) the Board of Directors, in accordance its sole discretion, may, with respect to any Option exercised during the retirement policies three (3) month period before the commencement of such Detrimental Activity, require Executive to (A) deliver and transfer to the Company and its Affiliates then in effectthe Common Shares received by Executive upon such exercise of Options or (B) pay to the Company an amount equal to any gain (realized or unrealized) received by Executive upon such exercise minus the respective price paid upon exercise (if any). Additionally, the Company shall be entitled to set-off any such amount owed to the Company against any amount owed to Executive by the Company.

Termination of Employment or Service. IfExcept as otherwise provided in this Section 5, for any reason other than retirement, death if the Optionee voluntarily terminates employment or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve service as a director Director or consultantthe Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Option may be exercised (to the extent Optionee would shall have been entitled to do so at the date of three months after such termination of employment or cessation of serving service as a director Director to exercise this Option to the extent it is otherwise exercisable on the date of employment or consultant) during a three-month period after such date (after which period the Option shall expire)service termination, but in no event may later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option be exercised after shall expire immediately upon the expiration giving to the Optionee of notice of such termination. ​ In the Option Period; provided, however, that if event the Optionee’s employment or service as a director or consultant Director is terminated because by reason of death, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date or for one year after the date of the Optionee’s (a) theft death, whichever period is shorter, by the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by such other Person or embezzlement from Persons as shall have acquired the Company Optionee’s rights under this Option by will or its Affiliates, (b) disclosure by the laws of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties descent and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultantdistribution. ​ In the event that Optionee dies or the Optionee’s employment or service ceases because as a Director is terminated by reason of Disability, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date, or for one year after the date that the Optionee’s employment or service as a Director is terminated by reason of Disability, whichever period is shorter. Should the Optionee die during the shorter of these two periods, exercisability of this Option by the Optionee’s Beneficiary (or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution) shall be permitted until the Expiration Date or for one year following the date of the Optionee’s death, whichever period is determined shorter. ​ For purposes of clarification, if and so long as the Optionee (i) is a Director following termination of employment as an Employee or (ii) is an Employee following termination of service as a Director, this Option shall continue to be disabledvest and become exercisable, and shall remain exercisable, in accordance with its terms. ​ In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option may be exercised or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if the Optionee’s employment or service terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent Optionee would have been entitled to do so at the date not already exercisable) and shall remain exercisable for a period of death or termination of employment or service) at any time and from time to time, within a one year period three months after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may later than the Option be exercised after the expiration of the Option PeriodExpiration Date. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effect.​

Termination of Employment or Service. IfExcept as provided by the Committee in a SAR Agreement, Participant Agreement or otherwise: (1) In the event of a Participant’s Termination prior to the applicable Expiration Date for any reason other than retirement(i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or disabilityDisability, Optionee ceases (A) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be employed by the Company or its Affiliates or ceases to serve forfeited for no consideration as a director or consultant, the Option may be exercised (to the extent Optionee would have been entitled to do so at of the date of termination such Termination, and (C) all of employment or cessation such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of serving as a director or consultant(x) during a three-month period after such the applicable Expiration Date and (y) the date that is ninety (after which period the Option shall expire), but in no event may the Option be exercised 90) days after the expiration date of such Termination. (2) In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (ii) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the Option Period; provideddate of such Termination, however, that if Optioneeand (iii) all of such Participant’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties vested Stock Appreciation Rights outstanding shall terminate and services resulting in a material adverse effect be forfeited for no consideration on the Company or its Affiliates or earlier of (dx) the commission applicable Expiration Date and (y) the date that is twelve (12) months after the date of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultantTermination. In the event that Optionee dies or Optioneeof a Participant’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optioneesuch Participant’s estate or Stock Appreciation Rights shall remain exercisable by the person Person or persons Persons to whom Optioneesuch Participant’s rights under this Option Agreement shall the Stock Appreciation Rights pass by will or by the applicable laws of descent and distribution (after which period until the Option shall expire)applicable Expiration Date, but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject only to the discretion extent that the Stock Appreciation Rights were vested at the time of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three such Termination. (3) months In the event of termination of employment but will be entitled to exercise the Option within the maximum term of the Option a Participant’s Termination prior to the extent applicable Expiration Date by the Option was otherwise exercisable at Service Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effectTermination.

Termination of Employment or Service. IfUpon the termination of a Participant's employment or service with the Company or any Parent or Subsidiary for any reason (including without limitation by reason of the sale of such Subsidiary) other than due to Death, Permanent Disability or Retirement which are discussed in Section 8 below, any Shares subject to an Option that have not vested prior to such termination, shall immediately expire as of the date of such termination ("the Termination Date"). If a Participant's employment with, or service as a director, consultant or advisor to the Company or to any Parent or Subsidiary terminates for any reason other than retirement, death Cause any vested Option or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultant, the Option vested portion thereof may thereafter be exercised (to the extent Optionee would have been entitled to do so that it is exercisable at the date time of termination of employment such termination, or cessation of serving as a director or consultant) during a three-month period after such date (after which period otherwise determined by the Option shall expire)Administrator, but in no event may shall the exercise period be less than three (3) years (or six (6) months in the event the Company previously consummated an initial underwritten public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "Securities Act")) following termination of employment. Incentive Stock Options not exercised by such Participant within three(3) months after the date of termination (or within one (1) year after a termination caused by Disability) will cease to qualify as Incentive Stock Options and will be treated as Nonqualified Stock Options under the Plan if required to be so treated under the Code. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for a period of three (3) years (or six (6) months in the event the Company previously consummated an initial underwritten public offering of its equity securities pursuant to an effective registration statement filed under the Securities Act) following the Participant's termination of employment or service with the Company or any Parent or Subsidiary for any reason other than Cause. Notwithstanding the foregoing, no Option shall be exercised exercisable after the expiration of its term. Unless provided otherwise in an Award Agreement or in the Option Period; providedAdministrator's discretion any time thereafter, however, that if Optionee’s employment or service as a director or consultant is terminated because in the event of the termination of an Optionee’s (a) theft 's employment for Cause, all outstanding Options, vested or embezzlement from the Company or its Affiliatesnot vested, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure granted to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof Participant shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at on the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effecttermination.

Termination of Employment or Service. IfExcept as otherwise provided in this Section 5, for any reason other than retirement, death if the Optionee voluntarily terminates employment or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve service as a director Director or consultantthe Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Option may be exercised (to the extent Optionee would shall have been entitled to do so at the date of three months after such termination of employment or cessation of serving service as a director Director to exercise this Option to the extent it is otherwise exercisable on the date of employment or consultant) during a three-month period after such date (after which period the Option shall expire)service termination, but in no event may later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option be exercised after shall expire immediately upon the expiration giving to the Optionee of notice of such termination. ​ In the Option Period; provided, however, that if event the Optionee’s employment or service as a director or consultant Director is terminated because by reason of death, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date or for one year after the date of the Optionee’s (a) theft death, whichever period is shorter, by the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by such other Person or embezzlement from Persons as shall have acquired the Company Optionee’s rights under this Option by will or its Affiliates, (b) disclosure by the laws of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties descent and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultantdistribution. ​ In the event that Optionee dies or the Optionee’s employment or service ceases because as a Director is terminated by reason of Disability, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date, or for one year after the date that the Optionee’s employment or service as a Director is terminated by reason of Disability, whichever period is shorter. Should the Optionee die during the shorter of these two periods, exercisability of this Option by the Optionee’s Beneficiary (or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution) shall be permitted until the Expiration Date or for one year following the date of the Optionee’s death, whichever period is shorter. ​ The Optionee acknowledges that if this Option is not exercised within three months following a termination of employment, then the Option will no longer qualify as an Incentive Stock Option. For purposes of clarification, if and so long as the Optionee is determined a Director following termination of employment as an Employee, this Option shall continue to be disabledvest and become exercisable, and shall remain exercisable, in accordance with its terms. In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option may be exercised or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if the Optionee’s employment or service terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent Optionee would have been entitled to do so at the date not already exercisable) and shall remain exercisable for a period of death or termination of employment or service) at any time and from time to time, within a one year period three months after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may later than the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effectExpiration Date.

Termination of Employment or Service. If, for any reason other than retirement, death or disability, Optionee ceases to be employed by the Company or its Affiliates or ceases to serve as a director or consultant, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period; provided, however, that if Optionee’s employment or service as a director or consultant is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall will expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months of termination of employment but will be entitled to exercise the Option within the maximum term of the Option to the extent the Option was otherwise exercisable at the date of Retirement. However, if Optionee does not exercise within three (3) months of termination of employment, the Option will not qualify as an Incentive Stock Option if it otherwise so qualified. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effect. The Option must be exercised within three months after termination of employment for reasons other than death or disability and one year after termination of employment due to disability (as such term is defined for purposes of Incentive Stock Options) to qualify for the beneficial tax treatment afforded Incentive Stock Options.

Termination of Employment or Service. Subject specifically to the authority of the Committee under Section 12.4 of the Plan: (a) If prior to the Expiration Date, the Participant’s employment or other service with the Company and all Subsidiaries shall be terminated by reason of death or Retirement, the Options shall remain exercisable, to the extent exercisable as of the date of such termination, until the earlier of the Expiration Date or that date which is twelve (12) months after such date of such termination. Options not exercisable as of the date of such termination will be forfeited and terminate. (b) If prior to the Expiration Date, the Participant’s employment or other service with the Company and all Subsidiaries shall be terminated by reason of Disability, the Options shall remain exercisable, to the extent exercisable as of the date of such termination, until the earlier of the Expiration Date or that date which is six (6) months after such date of such termination. Options not exercisable as of the date of such termination will be forfeited and terminate. (c) If prior to the Expiration Date, the Participant’s employment or other service with the Company and all Subsidiaries shall be terminated (i) other than as described in Section 5(d) or by reason of death, Disability or Retirement, or (ii) because the Participant is in the employ or service of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues in the employ or service of another Subsidiary), then all Options shall remain exercisable, to the extent exercisable as of the date of such termination, until the earlier of the Expiration Date or that date which is three (3) months after such date of such termination. Options not exercisable as of the date of such termination will be forfeited and terminate. (d) If, prior to June 17, 2012, (i) the Company terminates the Participant’s employment or other service with the Company and all Subsidiaries for any reason other than retirementdeath, death Disability or disability, Optionee ceases to be employed by Cause or (ii) the Participant terminates employment with the Company or its Affiliates or ceases to serve for Good Reason, then all Options shall vest and be immediately exercisable in full as a director or consultant, the Option may be exercised (to the extent Optionee would have been entitled to do so at of the date of such termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period and shall remain exercisable until the Option shall expire), but in no event may the Option be exercised after the expiration earlier of the Option Period; provided, however, Expiration Date or that if Optionee’s employment or service as a director or consultant date which is terminated because of the Optionee’s (a) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets of the Company or its Affiliates, (c) failure to perform his/her job duties and services resulting in a material adverse effect on the Company or its Affiliates or (d) the commission of a willful, felonious act while in the employment or service of the Company or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of death or termination of employment or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal representative or, in the case of death, the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period the Option shall expire), but in no event may the Option be exercised after the expiration of the Option Period. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need not exercise the Option within three (3) months after such date of termination such termination. (e) After the expiration of employment but will be entitled to any exercise period described in any of Sections 5(a) through (d) above, the Option within the maximum term Options shall terminate together with all of the Option Participant’s rights hereunder, to the extent the Option was otherwise exercisable at the date of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effectnot previously exercised.

Termination of Employment or Service. If, for any reason other than retirement, death or disability, Optionee ceases Notwithstanding the vesting schedule set forth in SECTION 2: (a) If you cease to be employed an Employee of the Company due to a Termination for Cause (as defined in the Employment Agreement), all outstanding Options whether vested or unvested shall be void and deemed to be forfeited upon the date your employment or service ceases and shall not be exercisable to any extent whatsoever. (b) If you cease to be an Employee of the Company due to (i) your resignation without Good Reason (as defined in the Employment Agreement), or (ii) termination by the Company without Cause (as defined in the Employment Agreement) or its Affiliates your resignation for Good Reason (as defined in the Employment Agreement), in either case, prior to or ceases to serve more than 24 months after a Change in Control (as a director or consultantdefined in the Employment Agreement), the Option may be exercised (to the extent Optionee would have been entitled to do so at the date unvested portion of termination of employment or cessation of serving as a director or consultant) during a three-month period after such date (after which period the Option shall expire)terminate immediately and the vested portion of the Option that is exercisable as of the date employment ceases shall remain exercisable for six (6) months following such termination, but in no event may the Option be exercised after not later than the expiration of the Option Period; providedTerm. If you do not exercise the Option during such period, however, that if Optionee’s employment the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or service as a director or consultant is terminated because of the Optionee’s effect. (ac) theft or embezzlement from the Company or its Affiliates, (b) disclosure of trade secrets If you cease to be an Employee of the Company or its Affiliates, (c) failure due to perform his/her job duties and services resulting in a material adverse effect on your termination by the Company without Cause (as defined in the Employment Agreement) or its Affiliates your resignation for Good Reason (as defined in the Employment Agreement), in either case, within 24 months after a Change in Control (as defined in the Employment Agreement), the Option as of the effective date of such termination of employment, to the extent not previously vested and exercisable, shall become vested and exercisable upon the Release Effective Date (as defined in the Employment Agreement) and shall remain exercisable for six (6) months following such termination, but not later than the expiration of the Option Term. If you do not exercise the Option during such period, the Option shall be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (d) the commission of a willful, felonious act while in the employment or service If you cease to be an Employee of the Company by reason of your death or its Affiliates (such reasons shall hereinafter be collectively referred to as “for cause”)Disability, then the unvested portion of the Option or unexercised portion thereof shall expire upon such termination of employment or cessation of serving as a director or consultant. In the event that Optionee dies or Optionee’s employment or service ceases because Optionee is determined to be disabled, immediately vest and become exercisable and the Option may be exercised shall remain exercisable for six (to the extent Optionee would have been entitled to do so at 6) months following the date of death or termination Disability, but not later than the expiration of employment the Option Term. If you, or service) at any time and from time to time, within a one year period after such death or termination of employment or service, by Optionee or his guardian or legal your authorized representative or, in the case of death, do(es) not exercise the executor or administrator of Optionee’s estate or by the person or persons to whom Optionee’s rights under this Option Agreement shall pass by will or the laws of descent and distribution (after which period during such period, the Option shall expire)be void and deemed to have been forfeited upon the expiration of such period and shall be of no further force or effect. (e) If you cease to be an Employee of the Company by reason of your Retirement, the unvested portion of the Option shall terminate immediately, and the vested portion of the Option that is exercisable as of the date your employment or service ceases shall remain exercisable for six (6) months following the date of such Retirement, but in no event may the Option be exercised after not later than the expiration of the Option PeriodTerm. Optionee shall be deemed to be disabled if, in the opinion of a physician selected by the Committee, Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Subject to the discretion of the Committee, if Optionee ceases to be an employee of the Company (including as an officer of the Company) as a result of Retirement, Optionee need If you do not exercise the Option within three (3) months of termination of employment but will be entitled to exercise during such period, the Option within shall be void and deemed to have been forfeited upon the maximum term expiration of such period and shall be of no further force or effect. (f) If you cease to be an Employee of the Company by reason of your Disability or death and only if price quotations for the Shares are not available on any exchange or national market system, you or the beneficial holder of the Option, as the case may be, shall have the right during the exercise period provided in SECTION 3(d) above to demand that the Company purchase the vested portion of the Option from you, or such beneficial holder, at a value equal to the extent difference between the Fair Market Value of the Shares subject to the Option was otherwise exercisable at and the date exercise price of Retirement. The term “Retirement” as used herein means such termination of employment in accordance with the retirement policies of the Company and its Affiliates then in effectOption.