Common use of Termination of Employment Other Than Due to Death Clause in Contracts

Termination of Employment Other Than Due to Death. If, prior to the Option Termination Date, the Participant ceases to be employed by the Company or a subsidiary thereof (otherwise than by reason of death or under the circumstances described in clause (iv) below), the nonvested portion of the Option shall be canceled and the vested portion of the Option, to the extent not previously exercised, shall remain exercisable until the earlier of (a) the Option Termination Date and (b) the sixtieth (60th) day after the date of cessation of employment, and thereafter all Options, to the extent not previously exercised, shall terminate together with all other rights hereunder. Notwithstanding the preceding sentence, (i) in the event of the Participant's termination of employment with the Company and its Subsidiaries at or after reaching age 65 with at least 10 years of Service (a “Qualified Retirement”) or due to “Disability” (as defined below), the vested portion of the Option, to the extent not previously exercised, shall remain exercisable until the Option Termination Date and shall then terminate together with all other rights under this Agreement and (ii) in the event of the Participant’s termination of employment other than due to death, Disability or a Qualified Retirement and such termination occurs on or after age 60, or on or after age 58 with at least 15 years of Service, then the vested portion of the Option, to the extent not previously exercised, shall remain exercisable until the earlier of the first anniversary of such termination or the Option Termination Date and shall then terminate together with all other rights under this Agreement. For purposes of this Agreement, “Disability” means disability within the meaning of Section 22(e)(3) of the Code and "Service" means the period of employment immediately preceding termination, plus any prior periods of employment with the Company and its Subsidiaries of one or more years' duration, unless they were succeeded by a period of non-employment with the Company and its Subsidiaries of more than three years' duration. This Option shall be wholly void and of no effect after the Option Termination Date.