Common use of Termination of Employment Clause in Contracts

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. In the event of the termination of employment of Optionee for Cause, the determination of which shall be made in the sole discretion of the Committee, the option granted hereunder shall thereupon automatically and without further action be cancelled and forfeited for no consideration. If the Optionee’s employment is terminated with other than for Cause, death, Total Disability (as defined in the CompanyPlan) or Retirement (as defined below), the Option and any unexercised portion determination of which shall be subject to made in the provisions below: (a) Upon the termination sole discretion of the Optionee’s employment with the CompanyCommittee, (i) to the extent not theretofore exercisedthe option granted hereunder is eligible for exercise at the date of such termination of employment, the Option option may be exercised until the earlier of (A) ninety (90) days after such termination, or (B) the Expiration Date, after which date the option granted hereunder shall continue thereupon automatically and without further action be cancelled and forfeited for no consideration; and (ii) to the extent the option granted hereunder is not eligible for exercise at the date of such termination of employment, the option granted hereunder shall automatically and without further action be valid; provided, however, that: (i) if cancelled and forfeited for no consideration as of the date of such termination of employment. If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)Optionee’s Retirement, disability (as described then the Committee may in Section 22(e) of the Code) its sole discretion cancel or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, vest any unvested Options shall automatically vest and become exercisable as of the date of terminationoptions then outstanding, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Optionand, to the extent not theretofore exercisedthe option granted hereunder is or becomes eligible for exercise at the date of such Retirement, in respect the option may be exercised until the earlier of all Shares subject to the vested Options; and (i) one hundred eighty (180) days after such Retirement, or (ii) if the Expiration Date, after which date the option granted hereunder shall thereupon automatically and without further action be cancelled and forfeited for no consideration. For purposes of this Agreement “Retirement” shall mean the voluntary termination of employment of the by Optionee shall terminate by reason of the Optionee’s retirement (at such or after age upon such conditions 55. The determination of whether a particular termination of employment qualifies as Retirement shall be specified by made in the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as sole discretion of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementCommittee. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s your employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s your employment with the Company, to the extent not theretofore exercised, the your Option shall continue to be valid; provided, however, that: : (i) if If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death Participant shall die while in the employ of the Company or during the one (1) year period, whichever is applicable, specified in clause (ii) below and at a time when the Optionee such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as the legal representative of the date of termination, and the Optionee or his legal representative, as the case may besuch Participant, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the OptioneeParticipant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to specified by the vested OptionsAdministrator in such Option; and and (ii) if If the employment of the Optionee any Participant to whom such Option shall have been granted shall terminate by reason of the Optionee’s Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), disability (as described in Section 22(e) of the Code) or dismissal by the Company other than for cause (as defined below), and while the Optionee such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to as specified by the vested OptionsAdministrator in such Option, at any time up to one (1) year from the date of termination of the Optionee’s 's employment by reason of retirementretirement or dismissal other than for cause or disability, provided, that if the Optionee dies within such twelve (12) month period, subclause (i) above shall apply. (b) If the Optionee you voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s terminate your employment, or if the Optionee is are discharged for Causecause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s your legal representative if the Optionee you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreementthe Plan, the term “Cause” "for cause" shall have the meaning set forth mean "cause" as defined in the Optionee’s Plan or your employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. a. If the Optionee’s employment is terminated with the CompanyEmployee incurs a Termination of Employment due to Disability, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyStock Options/SARs, to the extent not theretofore exercisedoutstanding at the time of such Termination of Employment, shall become immediately vested and fully exercisable and may be exercised by the Option shall continue Employee at any time prior to be valid; provided, however, that: the first to occur of (i) if one year after such Termination of Employment or (ii) the Optionee’s employment is terminated by dismissal expiration date of the Stock Options/SARs, and shall thereafter expire. b. If the Employee incurs a Termination of Employment due to death, the Stock Options/SARs, to the extent outstanding at the time of such Termination of Employment, shall become immediately vested and fully exercisable and may be exercised by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of Employee’s estate or by a person who acquired the Code) or death while in the employ of the Company and at a time when the Optionee was entitled right to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option Stock Options/SARs by bequest or inheritance or otherwise by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, Employee at any time prior to the extent not theretofore exercised, in respect first to occur of all Shares subject to the vested Options; and (i) one year after such Termination of Employment or (ii) if the employment expiration date of the Optionee Stock Options/SARs, and shall terminate by reason thereafter expire. c. If the Employee incurs a Termination of Employment due to retirement at or after age 65, the portion of the OptioneeStock Options/SARs, if any, which is exercisable at the time of such Termination of Employment may be exercised at any time prior to the first to occur of (i) three years after such Termination of Employment or (ii) the expiration date of the Stock Options/SARs, and shall thereafter expire. Any portion of the Stock Options/SARs that is not exercisable at the time of such Termination of Employment due to retirement at or after age 65 shall expire as of such Termination of Employment. d. If the Employee incurs a voluntary Termination of Employment by the Employee (other than retirement at or after age 65), the portion of the Stock Options/SARs, if any, which is exercisable at the time of such Termination of Employment may be exercised at any time prior to the first to occur of (i) 30 days after such Termination of Employment or (ii) the expiration date of the Stock Options/SARs, and shall thereafter expire. Any portion of the Stock Option/SAR that is not exercisable at the time of such Termination of Employment shall expire as of such Termination of Employment. e. If the Employee incurs a Termination of Employment by ALC without Cause, the portion of the Stock Options/SARs, if any, which is exercisable at the time of such Termination of Employment may be exercised at any time prior to the first to occur of (i) 90 days after such Termination of Employment or (ii) the expiration date of the Stock Option/SAR, and shall thereafter expire. Any portion of the Stock Options/SARs that is not exercisable at the time of such Termination of Employment shall expire as of such Termination of Employment. For purposes of this Award Agreement, Cause means, unless otherwise provided by the Committee, (1) “Cause” as defined in any Employment Agreement, or (2) if there is no such Employment Agreement or if it does not define Cause: (A) conviction of Employee for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling Employee’s retirement employment duties, (at C) willful and deliberate failure on the part of Employee to perform his or her employment duties in any material respect, or (D) prior to a Change in Control, such age upon such conditions other events as shall be specified determined by the Board of Directors)Committee. The Committee shall, unless otherwise provided in any employment or similar agreement between Employee and while the Optionee is entitled to exercise such Option as herein providedALC, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right sole discretion to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term determine whether “Cause” exists, and its determination shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planbe final.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Except as otherwise specified in Schedule A hereto, in the event of the termination of the Optionee’s 's employment with the Company or any of its subsidiaries, other than a termination that is either (i) for Cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or disability or retirement, the Optionee may exercise this Option at any time within 90 days after such termination to the extent not theretofore exercisedof the number of shares which were Purchasable hereunder at the date of such termination. (b) Except as specified in Schedule A attached hereto, in the Option shall continue to be valid; provided, however, that: event of a termination of the Optionee's employment that is either (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause or (as defined below), disability (as described in Section 22(eii) voluntary on the part of the Code) or death while in Optionee and without the employ written consent of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedCompany, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such this Option, to the extent not theretofore previously exercised, in respect of all Shares subject shall terminate immediately and shall not thereafter be or become exercisable. (c) Unless and to the vested Options; and (ii) if extent otherwise provided in Exhibit A hereto, in the employment event of the retirement of the Optionee at the normal retirement date as prescribed from time to time by the Company or any subsidiary, the Optionee shall terminate by reason continue to have the right to exercise any Options for shares which were Purchasable at the date of the Optionee’s 's retirement (at such age upon such conditions as shall be specified by provided that, on the Board of Directors), and while the Optionee date which is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of three months after the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from Options will become void and unexercisable unless on the date of termination of the Optionee’s employment by reason of retirement. (b) If retirement the Optionee voluntarily terminates his employmententers into a noncompete agreement with The Intercept Group, Inc. and continues to comply with such noncompete agreement). This Option does not confer upon the Optionee shall have the any right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If the termination of the OptioneeEmployee’s employment with the CompanyCompany and GGP, an Affiliate or a Subsidiary terminates by reason of a termination by the Company and GGP without Cause or by reason of death then, notwithstanding the provisions of Section 2 of this Agreement, the Option may thereafter be exercised, to the extent not theretofore exercisedthen exercisable, or on such accelerated basis as the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause Committee (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ 2010 Plan) may determine, for a period of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of such death or termination or until the expiration of the Optionee’s employment by reason term of retirementthe Option, whichever period is shorter. (b) If the Optionee voluntarily Employee’s employment with the Company and GGP, an Affiliate or a Subsidiary terminates his employmentby reason of Retirement then, notwithstanding the provisions of Section 2 of this Agreement, the Optionee shall have Option may thereafter be exercised by the right to exercise such Options that have vestedEmployee, to the extent not theretofore exercisedexercisable at the time of such Retirement, at any time up to ninety (90) days 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 until the Optionee’s employmentexpiration of the term hereof, or whichever period is shorter; provided, however, that if the Optionee is discharged for CauseEmployee dies within such three year period, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofof this Option shall, notwithstanding the expiration of such three year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the term hereof, whichever period is shorter. (c) If any Options granted hereunder shall the Employee’s employment with the Company and GGP, an Affiliate or a Subsidiary terminates by reason of Disability then, notwithstanding the provisions of Section 2 of this Agreement, the Option may thereafter be exercised by the Optionee’s legal representative Employee, to the extent 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 until the expiration of the term hereof, whichever period is shorter; provided, however, that if the Optionee should die or become disabledEmployee dies within such three year period, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason unexercised portion of the Option shall, notwithstanding the expiration of such three year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of any such person, written notice one year from the date of such exercise shall be accompanied by a certified copy of letters testamentary death or equivalent proof until the expiration of the right of such legal representative or other person to exercise such Optionsterm hereof, whichever period is shorter. (d) For all If the Employee’s employment with the Company and GGP, an Affiliate or a Subsidiary terminates for any reason other than death, Disability, Retirement Cause or without Cause, then, notwithstanding the provisions of Section 2 of this Agreement, the Option shall terminate, except that the Option, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of one year from the date of such termination of employment or the balance of the term of the Option; provided, however, that if the Employee dies within such one year period, any unexercised portion of the Option shall, notwithstanding the expiration of such one year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of the Option, whichever period is shorter. (e) In the event the Employee’s employment with the Company and GGP, an Affiliate or a Subsidiary terminates for Cause, any unexercised portion of the Option shall expire immediately upon the giving to the Employee of notice of such termination of employment. (f) Notwithstanding any language to the contrary set forth in Section 1(h) of the Plan, for purposes of this Agreement, the term “Cause” as used herein shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanEmployment Agreement.

Termination of Employment. If the Optionee’s your employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s your employment with the Company, to the extent not theretofore exercised, the your Option shall continue to be valid; provided, however, that: (i) if If the OptioneeParticipant’s employment is terminated by dismissal by the Company other than for Cause cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee Participant or his their legal representativerepresentative of such Participant, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the OptioneeParticipant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to specified by the vested OptionsAdministrator in such Option; and (ii) if If the employment of the Optionee any Participant to whom such Option shall have been granted shall terminate by reason of the Optionee’s Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to as specified by the vested OptionsAdministrator in such Option, at any time up to one (1) year from the date of termination of the Optionee’s 's employment by reason of retirement. (b) If the Optionee you voluntarily terminates his terminate your employment, the Optionee Participant shall have the right to exercise such Options Option that have has vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s 's employment, or if the Optionee is you are discharged for Causecause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s your legal representative if the Optionee you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreementthe Plan, the term “Cause” "for cause" shall have the meaning set forth mean "cause" as defined in the Optionee’s Plan or your employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon In the event of the termination of the Optionee’s employment (including due to retirement) with the CompanyCompany or any of its Subsidiaries, other than a termination that is either (i) for Cause, or (ii) for reasons of death or Permanent and Total Disability, all vesting of the Option shall cease and the Optionee may exercise the vested portion of the Option at any time within a period ending on the earlier of (a) the last day of the period ending 90 days after such termination of employment or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination (and thereafter this Option shall be deemed terminated and shall not be or become exercisable). (b) In the event of a termination of the Optionee’s employment for Cause, this Option, to the extent not theretofore previously exercised, shall terminate immediately and shall not thereafter be or become exercisable. (c) In the event of termination of employment because of the Optionee’s Permanent and Total Disability, all vesting of the Option shall continue cease and the Optionee (or his or her personal representative) may exercise the vested portion of the Option, within a period ending on the earlier of (a) the last day of the one-year period following the Optionee’s Permanent and Total Disability or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination. (d) In the event of the Optionee’s death while employed by the Company or any of its Subsidiaries or within 90 days after a termination of such employment (if such termination was not for Cause), the appropriate persons described in Section 5 hereof or persons to whom all or a portion of this Option is transferred in accordance with Section 4 hereof may exercise this Option, to the extent vested, at any time within a period ending on the earlier of (a) the last day of the twelve month period following the Optionee’s death or (b) the expiration date of this Option. If the Optionee was an employee of the Company at the time of death, all vesting of the Option shall cease as of the date of death, and this Option may be valid; provided, however, that: (i) if so exercised to the extent of the number of shares that were vested but not exercised or otherwise forfeited as of the date of death. If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)prior to his or her death, disability (as described in Section 22(e) all vesting of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable have ceased as of the date of termination, and the Optionee or his legal representative, as the case this Option may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, be exercised only to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate number of shares covered by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such this Option as herein provided, any unvested Options shall automatically vest and become exercisable which were vested but not exercised or otherwise forfeited as of the date of retirement, such termination. This Option does not confer upon the Optionee shall have the any right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its Subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits Subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If Except as otherwise specifically provided in Section 4 of this Annex A with respect to vesting, in The Allstate Corporation Change of Control Severance Plan (to the Optionee’s employment extent such plan is terminated applicable to the Participant) or in another written agreement with the CompanyCompany to which the Participant is a party, if the Participant has a Termination of Employment, the Option and any unexercised portion following provisions shall be subject to the provisions belowapply: (ai) Upon if the termination Participant's Termination of Employment is on account of death or Disability, then the Optionee’s employment with the CompanyOption, to the extent not theretofore vested, shall vest, and the Option may be exercised, in whole or in part, by the Participant (or his personal representative, estate or transferee, as the case may be) at any time on or before the earlier to occur of (x) the Expiration Date of the Option shall continue to be valid; provided, however, that: and (iy) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of terminationsuch Termination of Employment; (ii) if the Participant's Termination of Employment is on account of Retirement at the Normal Retirement Date or Health Retirement Date, the Option to the extent it is not vested, shall continue to vest in accordance with its terms, and when vested, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iii) if the Participant's Termination of Employment is on account of Retirement at the Early Retirement Date, any portion of the Option that is not vested shall be forfeited, and the Optionee Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or his legal in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iv) if the Participant's Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) three months after the date of such Termination of Employment; and (v) if (A) the Participant's Termination of Employment is for any reason other than death and (B) the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in the preceding subsections, any portion of the Option that is not vested shall be forfeited and the Option, to the extent it is vested on the date of the Participant's death, may be exercised, in whole or in part, by the Participant's personal representative, estate or transferee, as the case may be, at any time on or such Person who acquired such Option by bequest or inheritance or by reason before the earliest to occur of (x) the Expiration Date of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to (y) the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of retirement, death and (z) the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination applicable anniversary of the Optionee’s employment by reason Termination of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Employment as set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plansubsections (i) through (iv) above.

Termination of Employment. If If, prior to the date that this option shall first become exercisable, the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s 's employment with the Company, to the extent not theretofore exercisedCorporation or any of its subsidiaries shall be terminated for any reason, the Option Optionee's right to exercise this option shall continue to be valid; providedterminate and all rights hereunder shall cease. As used in this Agreement, however, that: (i) if the Optionee’s employment is terminated by dismissal by term "subsidiary" of the Company other than for Cause (Corporation means any "subsidiary corporation" as defined below)in Section 424(f) of the Code, disability (the term "employment" means employment with the Corporation or any subsidiary of the Corporation, and the term "disability" means "total and permanent disability," as described defined in Section 22(e) of the Code) . If, on or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of after the date of terminationthat this option shall first become exercisable, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the 's employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, terminated for any unvested Options shall automatically vest and become exercisable as of the date of retirementreason other than death or disability, the Optionee shall have the right to exercise such Option so granted, this option to the extent not theretofore exercised, in respect that it shall have been exercisable and unexercised on the date of all Shares subject to the vested Optionssuch termination of services, at any time up on or before the earlier of: (i) the expiration date of the option, or (ii) three (3) months after the date of such termination of employment, subject to any other limitation on the exercise of such option in effect at the date of exercise. If on or after the date that this option shall first become exercisable the Optionee's employment shall be terminated due to death or disability, the Optionee or the executor or administrator of the estate of the Optionee (as the case may be) or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, shall have the right to exercise this option, at any time on or before the earlier of: (i) the expiration date of the option, or (ii) one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested's death or disability, to the extent not theretofore exercised, at any time up to ninety (90) days from that it was exercisable and unexercised on the date of the Optionee's death or disability, subject to any other limitation on exercise in effect at the date of exercise. The transfer of the Optionee from one corporation to another among the Corporation and any of its subsidiaries, or a leave of absence with the written consent of the Corporation, shall not be a termination of the Optionee’s employment, or if the Optionee is discharged services for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planoption.

Termination of Employment. (A) If the Optionee’s employment is terminated or other service relationship of the Optionee with the CompanyCorporation or an Affiliate (as defined in the Plan) shall terminate for any reason other than those specified in (B), (C), (D), (E), or (F), below, the Option and may he exercised at any unexercised portion shall be subject to the provisions below: time within three (a3) Upon the termination of the Optionee’s employment with the Companymonths after such termination, but not thereafter, to the extent not theretofore exercised, that the Optionee's right to exercise the Option shall continue to be validhad accrued in accordance with the terms of this Certificate and the Plan on or before the date of termination and had not been exercised previously; provided, however, that: that in no event shall the Option be exercisable at any time after the Exercise Period. (iB) if If the Optionee’s employment is terminated by dismissal by or other service relationship of the Company other than for Cause Optionee with the Corporation or an Affiliate (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15Plan) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement 's "total disability" (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan), the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (C) In the event of the Optionee's death, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the Optionee's rights under the Option have passed by will or by the laws of descent or distribution at any time within six (6) months after the Optionee's death, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (D) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate by reason of the Optionee's retirement in accordance with the Corporation's policies, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (E) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(e) of the Plan is applicable, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (F) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(f) of the Plan is applicable, then the Option shall immediately terminate, and become void to the extent it then remains unexercised.

Termination of Employment. If the Optionee’s employment Employment by the Company or a Subsidiary is terminated with the Companyterminated, the period within which to exercise the Option and any unexercised portion shall may be subject to the provisions earlier termination as set forth below:. (a) Upon the If Optionee’s termination of the Optionee’s employment with the Company, Employment occurs prior to the extent not theretofore exercisedOption’s expiration date, for any reason whatsoever other than death or authorized retirement (as defined in subparagraph (b) below), any unexercised portion of the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementautomatically. (b) If Optionee retires upon reaching the Company’s normal retirement age or earlier, with the written consent of the Company, because of physical or mental disability (collectively, “authorized retirement”), any unexercised or unvested portion of the Option shall expire three months after the effective date of such authorized retirement. The Optionee voluntarily terminates his employment, the Optionee shall have the right to may exercise such Options that have vested, to the extent not theretofore exercised, at all or any time up to ninety (90) days vested portion of an Option from the date of termination of the Optionee’s employment, his or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect her authorized retirement to any unexercised portion thereofthree months thereafter. (c) If any Options granted hereunder shall be exercised prior to the expiration date of the Option, the Optionee dies while employed or engaged by the Company or its Subsidiary or within three months of his or her authorized retirement, the Optionee’s legal representative if the Optionee should die estate, heirs or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” legatees shall have the meaning set forth in privilege of exercising all of the unexercised Option within six months after the Optionee’s employment agreement with death. Nothing contained in this Section shall extend the Company, time for exercising all or if no such agreement exists any part of the then unexercised portion of an Option. The Committee’s determination of the reason for termination of the Optionee’s Employment shall be conclusive and binding on the Optionee and his or is then in effect, then the meaning as defined in the Planher representatives or legatees.

Termination of Employment. If For purposes of this option, a termination of employment includes a termination that is deemed an “unfair dismissal” or a “constructive dismissal.” By accepting this option, the OptioneeEmployee acknowledges that he or she understands and agrees to participation in the Plan and that he or she has received a copy of the Plan. The Employee understands that the Corporation has unilaterally, gratuitously and discretionally decided to grant Options under the Plan to individuals who may be employees of the Corporation or its Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Corporation or any of its Affiliates on an ongoing basis. Consequently, the Employee understands that any grant is given on the assumption and condition that it shall not become a part of any employment contract (either with the Corporation or any of its Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Employee understands and freely accepts that there is no guarantee that any benefit whatsoever shall arise from any gratuitous and discretionary grant since the future value of this option and the underlying shares is unknown and unpredictable. In addition, the Employee understands that this grant would not be made but for the assumptions and conditions referred to above; thus, the Employee understands, acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then this option shall be null and void. Further, the Employee understands that this option is a conditional right. The Employee shall forfeit any unvested portion of this option upon termination of employment unless such termination is due to a Qualified Termination of Employment. In addition, if the Employee’s employment is terminated with the Companyfor any reason other than death, the Option Retirement, or Total and any unexercised portion Permanent Disability, this option shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, exercisable only to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described provided in Section 22(e2(a) of the Code) or death while Award Agreement. The terms of this paragraph apply even if the Employee is considered to be unfairly dismissed without good cause. The options offered by the Corporation are considered a private offering in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedSwitzerland; therefore, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, offer is not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, registration in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementSwitzerland. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If This Option may be exercised only while Employee remains an employee of the Optionee’s employment is terminated with the Company, the Option Company and any unexercised portion shall will terminate and cease to be subject to the provisions below: (a) Upon the exercisable upon Employee's termination of the Optionee’s employment with the Company, except as follows: 3.2.1 If Employee's employment with the Company terminates by reason of disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised by Employee (or Employee's estate or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) at any time during the period of one year following such termination, but only as to the extent not theretofore exercised, number of shares in which Employee had a Vested Interest as of the Option shall continue to be validdate Employee's employment so terminates; provided, however, that: (i) notwithstanding any provision set forth in this Agreement to the contrary, Employee shall not have a Vested Interest in any shares if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (Restricted Period has not ended as defined below), disability (as described in Section 22(e) of the Code) or death date Employee's employment so terminates. 3.2.2 If Employee dies while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedCompany, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may beEmployee's estate, or such Person the person who acquired such acquires this Option by bequest will or inheritance the laws of descent and distribution or otherwise by reason of the death of Employee, may exercise this Option at any time during the Optionee, may, not later than fifteen (15) months from period of one year following the date of Employee's death, exercise such Option, but only as to the extent not theretofore exercised, number of shares in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable which Employee had a Vested Interest as of the date of retirementEmployee's death; provided, the Optionee shall have the right to exercise such Option so grantedhowever, notwithstanding any provision set forth in this Agreement to the extent contrary, Employee shall not theretofore exercisedhave a Vested Interest in any shares if the Restricted Period has not ended as of the date of Employee's death. 3.2.3 If Employee's employment with the Company terminates for any reason other than as described in Subparagraph 3.2.1 or 3.2.2 above, in respect of all Shares subject to the vested Optionsunless such employment is terminated for Cause, this Option may be exercised (A) by Employee at any time up to one during the period of three months following such termination, or (1B) year from if Employee dies during such three-month period, by Employee's estate (or the date person who acquires this Option by will or the laws of termination of the Optionee’s employment descent and distribution or otherwise by reason of retirement. the death of Employee) during a period of one year following the Employee's death, but in all such cases only (bY) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, as to the extent not theretofore exercised, at any time up to ninety (90) days from number of shares in which Employee had a Vested Interest as of the date of termination Employee's employment so terminates, and (Z) if the Restricted Period has ended as of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofdate Employee's employment so terminates. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If Upon the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the 's termination of the Optionee’s employment with the Companyfor reasons of Retirement, to the extent not theretofore exerciseddeath or Disability, all remaining unexercised portion(s) of the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically immediately vest and become exercisable as of the date of termination, and by the Optionee or his legal the Optionee's appointed representative, as the case may be, until the expiration of term of the Option, or such Person who acquired other term as the Committee may determine at or after grant, provided that such Option by bequest or inheritance or by reason exercise period does not extend beyond the original term of the death Option and no portion of the Optionee, may, not later Option shall become vested earlier than fifteen six (156) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason grant. Upon termination of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement's employment for reasons other than for Cause or those set forth above, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect shorter of all Shares subject to the vested Options, at any time up to one (1i) year twelve (12) months from the date of termination or (ii) the remaining term of the Option, to exercise all vested, unexercised portion(s) of the Option. Upon termination of the Optionee’s 's employment by reason for reasons other than for Cause, all non-vested unexercised portions of retirement. the Option shall lapse; provided that the Committee, in its sole discretion, may extend the exercise period and/or accelerate vesting of unvested portions of the Option provided that such exercise period does not extend beyond the original term of the Option and no portion of the Option shall become vested earlier than six (b6) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days months from the date of grant. At the time the Optionee is informed of termination of the Optionee’s employment, or if the Optionee is discharged 's employment for Cause, all unexercised portions of the Option shall lapse and be forfeited. The Option, to the extent unexercised on the date following the end of any Options period described above or the Option term set forth above in Section II, shall thereupon lapse and be forfeited. Any permitted transferee (pursuant to Section VIII below) of the Optionee shall receive the rights herein granted hereunder shall forthwith terminate with respect subject to any unexercised portion thereof. (c) If any Options granted hereunder the terms and conditions of this Agreement. No transfer of this Option shall be exercised approved and effected by the Optionee’s legal representative if Corporation unless (i) the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, Corporation shall have been timely furnished with written notice of such exercise shall be accompanied by a certified copy transfer and any copies of letters testamentary or equivalent proof such notice as the Committee may deem, in its sole discretion, necessary to establish the validity of the right of such legal representative transfer; (ii) the transferee or other person transferees shall have agreed in writing to exercise such Options. (d) For all purposes be bound by the terms and conditions of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement ; and (iii) such transfer complies with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planapplicable laws and regulations.

Termination of Employment. If If, prior to the date on which this option first shall become exercisable, the Optionee’s 's employment with the Company or any of its subsidiaries is terminated for any reason, the Optionee's right to exercise this option shall terminate and all rights hereunder shall cease. As used in this Agreement, the term "subsidiary" of the Company means any "subsidiary corporation" as defined in Section 424(f) of the Code, the term "employment" means employment with the Company or any subsidiary of the Company, and the Option term "disability" means "total and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (permanent disability," as defined below), disability (as described in Section 22(e) of the Code) . If, on or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of after the date of terminationon which this option first shall become exercisable, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later 's employment is terminated for any reason other than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementdeath or disability, the Optionee shall have the right to exercise such Option so grantedthis option, to the extent not theretofore exercised, in respect that it was exercisable and unexercised on the date of all Shares subject to the vested OptionsOptionee's termination of employment, at any time up on or before the earlier of: (i) the expiration date of the option, or (ii) three (3) months after the date of such termination of employment, subject to any other limitation on the exercise of such option in effect on the date of exercise. If, on or after the date on which this option first shall become exercisable, the Optionee's employment is terminated due to the Optionee's death or disability, the Optionee, the executor or the administrator of the estate of the Optionee, or the person(s) to whom the option has been transferred by will or by the laws of descent and distribution, shall have the right to exercise this option at any time on or before the earlier of: (i) the expiration date of the option, or (ii) one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested's death or disability, to the extent not theretofore exercised, at any time up to ninety (90) days from that the option was exercisable and unexercised on the date of termination of the Optionee’s employment's death or disability, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect subject to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by other limitation on the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice exercise of such exercise shall be accompanied by a certified copy option in effect on the date of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) exercise. For all purposes of this Agreement, the term “Cause” transfer of an Optionee to/from the Company to/from any of its subsidiaries, shall have not constitute a termination of employment. In addition, a leave of absence by an Optionee shall not constitute a termination of employment, provided the meaning set forth in Optionee obtains the Optionee’s employment agreement with prior written consent of the Company, or if no Company for such agreement exists or is then in effect, then the meaning as defined in the Planleave of absence.

Termination of Employment. 6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan). For purposes hereof, “permanent disability” means incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for benefits under the applicable long-term disability plan or policy of the Company or the applicable subsidiary of the Company which is in effect at the time Optionee became incapacitated. 6.2 If the Optionee’s employment with the Company and its subsidiaries shall be terminated by reason of death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. 6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date (or, if the Optionee’s employment with the Company and its subsidiaries is terminated by reason of a qualified retirement as herein defined, within three years after the Termination Date) to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercisedfor Cause, the Option shall continue to be valid; providedterminate as of the Termination Date, howeverwhether or not exercisable. For purposes hereof, that: “Cause” means the Optionee’s (i) if intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the Optionee’s employment is terminated by dismissal by performance of duties, (iii) engaging in a transaction in connection with the performance of duties to the Company other than for Cause (as defined below), disability (as described in Section 22(e) of or its subsidiaries which transaction is adverse to the Code) or death while in the employ interests of the Company or its subsidiaries and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee is engaged in for personal profit or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15iv) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death willful violation of any such personlaw, written notice of such exercise shall be accompanied by a certified copy of letters testamentary rule or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth regulation in the Optionee’s employment agreement connection with the Companyperformance of duties (other than traffic violations or similar offenses). In addition, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.“qualified retirement” means the

Termination of Employment. If Upon the Optionee’s termination of employment is terminated with the CompanyCompany and its Subsidiaries, except as set forth in Section 5(b) [or 5(c)]1 or Section 14 hereof, the unvested portion of the Option shall cease to vest and any unexercised portion shall be subject to forfeited and the provisions below: vested portion of the Option (ataking into consideration any vesting required by Section 5(b) Upon [or 5(c)] or Section 14 hereof, if applicable) shall remain exercisable by the termination of Optionee or the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) beneficiary or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, for a period of (i) the period during which the Optionee receives salary continuation following a termination by the Company or such Person who acquired such Option by bequest or inheritance a Subsidiary without Cause or by reason of the death of the OptioneeOptionee for Good Reason, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if 180 days in the employment event of a termination due to death or Disability; (iii) 90 days in the Optionee shall terminate by reason event of the Optionee’s retirement resignation (at other than for Retirement or for Good Reason) and (iv) in the case of Retirement, the period set forth in an effective employment, consulting, severance or similar agreement between the Optionee and the Company or a Subsidiary, or, if there is no such age upon such conditions as agreement or no period is set forth therein, three years; provided, however, that no part of the Option shall be specified exercisable after the Expiration Date. The entire unexercised portion of the Option, whether or not vested, shall be forfeited immediately upon the Optionee’s termination by the Board of Directors)Company or a Subsidiary for Cause. Unless otherwise defined in an effective employment, and while consulting, severance or similar agreement between the Optionee is entitled to exercise such Option as herein providedand the Company or a Subsidiary, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of “Retirement” means a termination of the Optionee’s employment by reason of retirement. (b) If either the Optionee voluntarily terminates his employmentor the Company (other than for Cause) if, as of the date of such termination, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, has attained at any time up to ninety (90) days from the date least 55 years of termination of age and the Optionee’s employmentage plus full years of continuous service to the Company and its Subsidiaries is equal to or greater than 65; provided, that, if at the time of such termination, the Company or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith a Subsidiary has Cause to terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise termination shall not be accompanied by considered a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionstermination for Retirement. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If If, prior to the date that this option shall first become exercisable, the Optionee’s 's employment is with the Company or any of its subsidiaries shall be terminated for any reason, the Optionee's right to exercise this option shall terminate and all rights hereunder shall cease. As used in this Agreement, the term "subsidiary" of the Company means any "subsidiary corporation" as defined in Section 424(f) of the Code, the term "employment" means employment with the Company or any subsidiary of the Company, and the Option term "disability" means "total and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (permanent disability," as defined below), disability (as described in Section 22(e) of the Code) . If, on or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of after the date of terminationthat this option shall first become exercisable, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the 's employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, terminated for any unvested Options shall automatically vest and become exercisable as of the date of retirementreason other than death or disability, the Optionee shall have the right right, within three months after such termination of employment, to exercise such Option so granted, this option to the extent not theretofore exercisedthat it shall have been exercisable and unexercised on the date of such termination of services, in respect of all Shares subject to any other limitation on the vested Optionsexercise of such option in effect at the date of exercise. If on or after the date that this option shall first become exercisable the Optionee's employment shall be terminated due to death or disability, at any time up the Optionee or the executor or administrator of the estate of the Optionee (as the case may be) or the person or persons to whom the option shall have been transferred by will or by the laws of descent and distribution, shall have the right, within one (1) year from the date of termination the Optionee's death or disability, to exercise this option to the extent that it was exercisable and unexercised on the date of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment's death or disability, the Optionee shall have the right subject to any other limitation on exercise such Options that have vested, to the extent not theretofore exercised, in effect at any time up to ninety (90) days from the date of exercise. The transfer of the Optionee from one corporation to another among the Company and any of its subsidiaries, or a leave of absence with the written consent of the Company, shall not be a termination of the Optionee’s employment, or if the Optionee is discharged services for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planoption.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment of a Participant with the CompanyCompany or an Affiliate, this Option shall, to the extent not theretofore previously exercised, the Option shall continue to be valid; providedterminate and become null and void, however, provided that: : (i1) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death Participant shall die while in the employ of the Company or an Affiliate or during either the three month or one year period, whichever is applicable, specified in clause (2) below and at a time when the Optionee such Participant was entitled to exercise an any portion of this Option as herein provided, any unvested Options shall automatically vest and become exercisable as the legal representative of the date of termination, and the Optionee or his legal representative, as the case may besuch Participant, or such Person person who acquired such this Option by bequest or inheritance or by reason of the death of the OptioneeParticipant, mayshall have the right to exercise this Option, to the extent not later than fifteen (15) months from previously exercised, in respect of any or all of such number of Shares that such Participant is entitled to purchase pursuant to this Option at the time of such Participant's death, at any time up to and including one year after the date of death; and (2) if the employment of any Participant shall terminate by reason of the Participant's Retirement, Disability or dismissal other than for Cause, and while such Participant is entitled to exercise this Option, as herein provided, such Participant shall have the right to exercise this Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at that such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee Participant is entitled to exercise purchase pursuant to this Option at the time of such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Optionstermination, at any time up to and including (i) three months after the date of such termination of employment in the case of termination by reason of Retirement or dismissal other than for cause and (ii) one (1) year from after the date of termination of employment in the Optionee’s employment case of termination by reason of retirementDisability. (b) If the Optionee a Participant voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options Option granted hereunder shall forthwith terminate with respect to any unexercised portion thereofterminate. (c) If any Options granted hereunder this Option shall be exercised by the Optionee’s legal representative if the Optionee should die of a deceased or become disableda disabled Participant, or by any a person who acquired any Options granted hereunder this Option by bequest or inheritance or by reason of death of any such personParticipant, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsthis Option. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with of the Company, Optionee by the Option and Company (or any unexercised portion shall be subject to the provisions belowof its Subsidiaries or Affiliates) terminates: (a) Upon due to involuntary termination without Cause or, subject to Section 5(e) hereof, due to retirement (with the termination employer’s approval), the Option may be exercised to the extent exercisable at the date of such termination, during the lesser of (i) two months after such date, or (ii) the balance of the Option’s term; (b) due to death or Disability, the provisions of Section 5(b)(6) or 5(b)(7) of the Plan, as applicable, shall apply; (c) due to resignation by the Optionee’s employment with , the CompanyOptionee may exercise the Option, to the extent of the lesser of (A) the number of Common Shares as to which the Option is exercisable on the date the Optionee ceases to be an employee or (B) the number of Common Shares as to which the Option was exercisable ninety days prior to such date, reduced by any Common Shares acquired by exercise of the Option within such ninety day period, at any time within two (2) months after the date on which the Optionee ceases to be an employee (but in no event after expiration of the original term of the Option) and the Option shall not theretofore exercisedbe or become exercisable as to any additional Common Shares after the date that the Optionee ceases to be an employee; (d) due to termination for Cause, the Option and all rights to purchase Common Shares thereunder shall continue immediately terminate; and (e) due to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause a Qualified Retirement (as defined below), disability the following provisions shall apply (subject in all cases to Section 5(e)(iv) hereof): (i) if and to the extent that the Option has vested and is exercisable as of the Qualified Retirement Date (as described defined below), the Option shall not terminate upon the retirement of the Optionee, but may be exercised by the Optionee, in Section 22(ewhole or in part, at any time between the Qualified Retirement Date and the Expiration Date applicable thereto; (ii) if the Option is not vested and exercisable as of the Qualified Retirement Date, the Option (A) shall remain in effect with respect to fifty percent (50%) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled Common Shares covered thereby and, as to exercise an Option as herein providedsuch Common Shares, any unvested Options shall automatically vest and become exercisable on the Vesting Date, and may be exercised by the Optionee, in whole or in part, at any time between the Vesting Date and Expiration Date, and (B) shall terminate, effective as of the Qualified Retirement Date, with respect to the remaining fifty percent (50%) of the Common Shares covered by Option; (iii) if the Optionee dies after the date of his or her retirement and has not exercised the Option, in whole or in part, prior to his or her death, the Optionee’s estate shall have the right to exercise the Option within one (1) year of the date of the Optionee’s death as to (A) all Common Shares as to which the Option has not been exercised prior to the date of the Optionee’s death, if the Option has vested and is exercisable as of the date of termination, and the Optionee or his legal representative, as the case may beOptionee’s death, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (iiB) if the employment of Option has not vested prior to the Optionee shall terminate by reason date of the Optionee’s retirement death, the Common Shares, if any, as to which the Option would have become exercisable pursuant to Section 5(e)(ii) hereof at any time during the one (at 1) year period beginning on the date of the Optionee’s death (or such age upon such conditions other period as shall be specified by the Board of DirectorsCommittee may specify), and while ; (iv) if the Committee determines that the Optionee is entitled to exercise such or has engaged in any Disqualifying Activity (as defined below), then (1) if the Option as herein provided, any unvested Options shall automatically vest has vested and become is exercisable as of the date of retirementDisqualification Date (as defined below), the Optionee shall have the right to exercise the Option during the lesser of two months from the Disqualification Date or the balance of the Option’s term and (2) if the Option is not vested and exercisable as of the Disqualification Date, the Option shall terminate as of such Option so granteddate. Any determination by the Committee, which may act upon the recommendation of the Chief Executive Officer or other senior officer of the Company, that the Optionee is or has engaged in any Disqualifying Activity, and as to the extent not theretofore exercisedDisqualification Date, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementshall be final and conclusive. (bv) If the Optionee voluntarily terminates his employmentAs used in this Section 5(e), the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning following terms are defined as defined in the Plan.follows:

Termination of Employment. 4.1 If the Optionee’s termination of employment is terminated on or after age 55 and Optionee is credited with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination five years of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementCorporation, the Optionee shall have the right to exercise this Option within two years after such Option so grantedtermination date, to the extent not theretofore exercised, in respect this Option was exercisable at the time of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of such termination. 4.2 If the Optionee’s termination of employment is by reason of retirement. (b) If his or her total disability covered by a long-term disability plan of the Optionee voluntarily terminates his employmentCorporation then in effect, the Optionee shall have the right to exercise this Option within two years after such Options that have vesteddate of termination of employment, to the extent not theretofore exercised, this Option was exercisable at any the time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) 4.3 If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with is terminated by the Company, or if no such agreement exists or is then in effect, then the meaning Corporation “without cause,” as defined in the Plan, within two years after the occurrence of a Change in Control Event, the Optionee shall have the right to exercise this Option within one year after such date of termination of employment, to the extent this Option was exercisable at the time of termination of employment. 4.4 If the Optionee shall die while employed by the Corporation, or within a period following termination of employment during which this Option remains exercisable under Sections 4.1, 4.2, 4.3, 4.5 or 4.6 hereof, this Option may be exercised within two years from the date of the Optionee’s death by the executor or administrator of the Optionee’s estate or by the person or persons to whom the Optionee shall have transferred such right by Will or by the laws of descent and distribution, to the extent this Option was exercisable by the Optionee at the time of his or her death. 4.5 In the event all employment of the Optionee with the Corporation is terminated due to the sale of a business unit or subsidiary of the Corporation by which the Optionee is employed, and the Optionee is not displaced pursuant to the Corporation’s Employee Displacement Program or a successor practice or similar practice of the Corporation or an Affiliate, the Optionee shall have the right to exercise this Option within one year from the date of his or her termination of employment to the extent this Option was exercisable at the time of termination of employment. 4.6 In the event the Optionee is displaced from employment with the Corporation in accordance with the Corporation’s Employee Displacement Program or a successor practice or similar practice of the Corporation or an Affiliate, this Option shall continue to become exercisable in accordance with Section 3.1, and shall be exercisable through (i) the end of the Optionee’s salary continuance period (including any period during which receipt of benefits may be delayed) or (ii) if a lump sum payment is received from the Displacement Program, the last day of his or her employment. 4.7 In the event all employment of the Optionee with the Corporation is terminated for any reason other than stated above, this Option shall terminate upon such termination of employment. 4.8 Notwithstanding the foregoing, in no event shall this Option be exercisable after [TEN YEARS FROM GRANT DATE LESS ONE DAY].

Termination of Employment. If (a) In the event that the Optionee’s employment with the Company and all Subsidiaries is terminated by reason of the Optionee’s death or Disability, this Option will become immediately exercisable in full and will remain exercisable for a period of five years after such termination (but in no event will this Option be exercisable after the Time of Termination). (i) In the event that the Optionee’s employment with the CompanyCompany and all Subsidiaries is terminated by reason of the Optionee’s Retirement, then, subject to clause (ii) hereof, this Option, if it has been outstanding at least six months from the Date of Grant, will become exercisable in full immediately prior to such termination and remain exercisable for a period of five years after such termination (but in no event will this Option be exercisable after the Time of Termination); (ii) The acceleration of exercisability of the Option and any unexercised portion provided for in clause (i) hereof will not occur in the event that the Optionee has committed an act which constitutes Cause, which shall be subject to determined by the provisions below: (a) Upon Committee acting in its sole discretion, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofSubsidiary. (c) If any Options granted hereunder shall be exercised by In the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in event the Optionee’s employment agreement with the CompanyCompany and all Subsidiaries is terminated for any reason other than death, Disability or Retirement, all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and this Option will no longer be exercisable; provided, however that if such termination is due to any reason other than termination by the Company or any Subsidiary for Cause, this Option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination (but in no such agreement exists or is then in effect, then event will this Option be exercisable after the meaning as defined in the PlanTime of Termination).

Termination of Employment. 6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Corporation and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan). For purposes hereof, “permanent disability” means incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for benefits under the applicable long-term disability plan or policy of the Corporation or the applicable subsidiary of the Corporation which is in effect at the time Optionee became incapacitated. 6.2 If the Optionee’s employment with the Corporation and its subsidiaries shall be terminated by reason of death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. 6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Corporation and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date (or, if the Optionee’s employment with the Corporation and its subsidiaries is terminated by reason of a qualified retirement as herein defined, within three years after the Termination Date) to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercisedfor Cause, the Option shall continue to be valid; providedterminate as of the Termination Date, howeverwhether or not exercisable. For purposes hereof, that: “Cause” means the Optionee’s (i) if intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the Optionee’s performance of duties, (iii) engaging in a transaction in connection with the performance of duties to the Corporation or its subsidiaries which transaction is adverse to the interests of the Corporation or its subsidiaries and is engaged in for personal profit or (iv) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses). In addition, “qualified retirement” means the Optionee (a) terminates employment is terminated by dismissal by with the Company Corporation and its subsidiaries other than for Cause (as defined below)and is not subject to termination for Cause at the time of such termination) more than one year after the Grant Date, disability (as described in Section 22(eb) is available for consultation with the Corporation or any of its subsidiaries at the reasonable request of the CodeCorporation or one of its subsidiaries and (c) terminates employment on or death while after attaining age 65 and completing at least five years of service in the employ of aggregate with the Company Corporation and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen its subsidiaries (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall which service must be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from continuous through the date of termination of the Optionee’s employment by reason of retirementexcept for a single break in service that does not exceed one year in length). (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If 3.1 In event of the Optionee’s termination of employment is terminated with of the CompanyOptionee by the Optionee for any reason other than death, Disability, Retirement or by the Company (i) prior to the occurrence of a Change in Control for reasons other than Cause or (ii) after the occurrence of a Change in Control for any reason (as such initially capitalized terms are defined in the Plan), (i) any Options that were not vested prior to the date of such termination of employment shall terminate on such date and (ii) any Options that were vested prior to the date of such termination of employment (and which were not previously exercised) shall terminate on the ninetieth (90th) day following the date of such termination of employment or the last day of the Option and any unexercised portion shall be subject to Term, whichever is earlier. 3.2 In the provisions below: (a) Upon event of the termination of the Optionee’s employment with of the CompanyOptionee by reason of death, Disability or Retirement, those unexercised Options that were not vested prior to the extent date of such termination of employment, except as may otherwise be permitted by the Committee at the time of termination of employment, shall be forfeited and shall not theretofore exercisedbecome vested at any time thereafter. In the event of termination of employment for reasons of Disability or Retirement, those unexercised Options which were vested on the Option date of termination shall continue to be valid; providedexercisable at any time, however, that: (i) if at the election of the Optionee’s employment , up until and including the second anniversary of such termination of employment, unless such time is terminated by dismissal extended by the Company other than Committee in its discretion. In the event of termination of employment for Cause (as defined below)reasons of death, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested those unexercised Options shall automatically vest and become exercisable which were vested as of the date of terminationtermination shall be exercisable at any time, and at the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason election of the death of Beneficiary, up until and including the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as first anniversary of the date of retirementthe Optionee's death, unless such time is extended by the Committee in its discretion. 3.3 In the event the Company or any of its direct or indirect Subsidiaries terminates the Optionee's employment for Cause prior to the occurrence of a Change in Control, all then unexercised Options, whether or not then vested, and regardless of whether the Optionee shall have the right attempted to exercise such Option so granted, those Options on or prior to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of such termination, shall immediately become void and unexercisable and shall terminate immediately upon such termination of the Optionee’s employment by reason of retirementemployment. (b) If 3.4 In the Optionee voluntarily terminates his event of termination of employment, the Optionee Company, in its sole discretion, shall have the right to exercise such Options that have vested(but shall not in any case be obligated), to the extent not theretofore exercised, exercisable on or at any time up after the Date of Grant, to ninety (90) days from permit the Options to be exercised, in whole or in part, after its expiration date of termination described in Section 3.1 or Section 3.2, but not after the expiration of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofOption Term. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If The Option may be exercised only while Employee remains an employee of the OptioneeCompany and will terminate and cease to be exercisable upon Employee’s termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowexcept that: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option if Employee shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death die while in the employ of the Company and at a time when Company, the Optionee was entitled Option awarded hereunder shall immediately vest with respect to exercise an Option as herein provided, any unvested Options shall automatically vest all of the remaining Shares and become fully exercisable as of without further action by the date of terminationCommittee, and the Optionee or his Employee’s legal representative, as or the case may beperson, or such Person if any, who acquired such the Option by bequest or inheritance or by reason of the death of Employee, may exercise the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore previously exercised, in respect of any or all such Shares subject at any time up to and including the date twelve (12 months after the date of death, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (b) if Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which Employee is a participant or, if Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto), the Option awarded hereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisable without further action by the Committee, and Employee may exercise the Option, to the vested Optionsextent not previously exercised, in respect of any or all such Shares at any time up to and including the date twelve (12) months after the date of such determination, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and and (iic) if Employee’s employment with the employment of the Optionee shall terminate Company terminates by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified dismissal by the Board Company for Cause, then the Option, to the extent not previously exercised, will immediately, automatically and without notice or further action by the Committee, terminate and become null and void; and (d) if Employee’s employment with the Company terminates by reason of Directors), resignation by the Employee (except as otherwise provided in Section 3 (g) below) and while the Optionee is at a time when Employee was entitled to exercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option as herein provided, any unvested Options shall automatically vest and become was exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect Employee’s termination of all Shares subject to the vested Optionsemployment, at any time up to one and including the date ninety (190) year from days after the date of termination of the Optionee’s employment by reason of retirement.such resignation, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (be) If if Employee’s employment with the Optionee voluntarily Company terminates his employmentby reason of Involuntary Termination, as such term is defined below, the Optionee Option awarded hereunder shall have immediately vest with respect to all remaining Shares and become fully exercisable without further action of the right to Committee, and Employee may exercise such Options that have vestedthe Option, to the extent not theretofore previously exercised, at any time up to and including the date ninety (90) days after the date of such termination of employment, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (f) if the Employee’s employment with the Company terminates as a result of an Involuntary Termination within six months following a Corporate Change, the Option shall become fully vested and immediately exercisable in full on the effective date of the Corporate Change, and such Option shall remain exercisable from such date for the lesser of: (A) twelve (12) months from the date of such Corporate Change; (B) the remaining period of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specified herein that would otherwise be triggered by the termination of employment of such Employee); or (C) such period of time (which period of time may end as early as the Optionee’s employmentconsummation of a Corporate Change) as the Committee may determine in connection with or in contemplation of a Corporate Change in the exercise of its discretion under the Plan, or with respect to which the Committee has the discretion to, among other things, require the surrender of stock options (which surrender may be in exchange for a cash payment, if applicable) and to cancel such stock options upon the consummation of a Corporate Change; and (g) if the Optionee is discharged for CauseEmployee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, any Options granted hereunder shall forthwith terminate Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment and (1) the number of then unvested and unexercised portion thereofShares subject to the Agreement multiplied by (2) a fraction, the numerator of which shall be the number of calendar days which have lapsed since the later of the Effective Date or most recent anniversary thereof and the denominator of which shall be the number of calendar days from the later of the Effective Date or the most recent anniversary thereof until the third anniversary of the Effective Date, at any time up to and including the date ninety (90) days after the date of termination, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (dh) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.:

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If the termination of the OptioneeEmployee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated an Affiliate or a Subsidiary terminates by dismissal reason of a termination by the Company other than for without Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of death then, notwithstanding the death provisions of Section 2 of this Agreement, the Optionee, may, not later than fifteen (15) months from the date of death, exercise such OptionOption may thereafter be exercised, to the extent not theretofore exercisedthen exercisable, in respect or on such accelerated basis as the Committee may determine, for a period of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of such death or termination or until the expiration of the Optionee’s employment by reason term of retirementthe Option, whichever period is shorter. (b) If the Optionee voluntarily Employee’s employment with the Company, an Affiliate or a Subsidiary terminates his employmentby reason of Retirement then, notwithstanding the provisions of Section 2 of this Agreement, the Optionee shall have Option may thereafter be exercised by the right to exercise such Options that have vestedEmployee, to the extent not theretofore exercisedexercisable at the time of such Retirement, at any time up to ninety (90) days 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 until the Optionee’s employmentexpiration of the term hereof, or whichever period is shorter; provided, however, that if the Optionee is discharged for CauseEmployee dies within such three year period, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofof this Option shall, notwithstanding the expiration of such three year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the term hereof, whichever period is shorter. (c) If any Options granted hereunder shall the Employee’s employment with the Company, an Affiliate or a Subsidiary terminates by reason of Disability then, notwithstanding the provisions of Section 2 of this Agreement, the Option may thereafter be exercised by the Optionee’s legal representative Employee, to the extent 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 until the expiration of the term hereof, whichever period is shorter; provided, however, that if the Optionee should die or become disabledEmployee dies within such three year period, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason unexercised portion of the Option shall, notwithstanding the expiration of such three year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of any such person, written notice one year from the date of such exercise shall be accompanied by a certified copy of letters testamentary death or equivalent proof until the expiration of the right of such legal representative or other person to exercise such Optionsterm hereof, whichever period is shorter. (d) For all If the Employee’s employment with the Company, an Affiliate or a Subsidiary terminates for any reason other than death, Disability, Retirement Cause or without Cause, then, notwithstanding the provisions of Section 2 of this Agreement, the Option shall terminate, except that the Option, to the extent then exercisable, or on such accelerated basis as the Committee may determine, may be exercised for the lesser of one year from the date of such termination of employment or the balance of the term of the Option; provided, however, that if the Employee dies within such one year period, any unexercised portion of the Option shall, notwithstanding the expiration of such one year period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period of one year from the date of such death or until the expiration of the stated term of the Option, whichever period is shorter. (e) In the event the Employee’s employment with the Company, an Affiliate or a Subsidiary terminates for Cause, any unexercised portion of the Option shall expire immediately upon the giving to the Employee of notice of such termination of employment. (f) Notwithstanding any language to the contrary set forth in Section 1(h) of the Plan, for purposes of this Agreement, the term “Cause” as used herein shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanEmployment Agreement.

Termination of Employment. If Except as otherwise specifically provided in Section 4 below upon the OptioneeParticipant’s employment is terminated with the CompanyTermination of Employment, the Option and any unexercised portion following provisions shall be subject to the provisions belowapply: (ai) Upon if the termination Participant’s Termination of Employment is on account of death or Disability, then the Optionee’s employment with the CompanyOption, to the extent not theretofore vested, shall vest, and the Option may be exercised, in whole or in part, by the Participant (or his personal representative, estate or transferee, as the case may be) at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the second anniversary of the date of such Termination of Employment; (ii) if the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date or Health Retirement Date, the Option to the extent it is not vested, shall continue to vest in accordance with its terms, and when vested, may be validexercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (v) the Expiration Date of the Option and (w) the fifth anniversary of the date of such Termination of Employment; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal Participant dies after such Termination of Employment, then the Option, to the extent not vested, shall vest, and the Option may be exercised, in whole or in part, by the Company other than for Cause Participant’s personal representative, estate or transferee, as the case may be at any time on or before the earlier to occur of (as defined below), disability (as described in Section 22(ex) the Expiration Date of the CodeOption; (y) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of terminationdeath; and (z) the fifth anniversary of the date of such Termination of Employment; (iii) if the Participant’s Termination of Employment is on account of Retirement at the Early Retirement Date, any portion of the Option that is not vested shall be forfeited, and the Optionee Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or his legal in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iv) if the Participant’s Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) three months after the date of such Termination of Employment; and (v) if (A) the Participant’s Termination of Employment is for any reason other than death, Disability, Normal Retirement, or Health Retirement and (B) the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in subsections (iii) and (iv) above, any portion of the Option that is not vested shall be forfeited and the Option, to the extent it is vested on the date of the Participant’s death, may be exercised, in whole or in part, by the Participant’s personal representative, estate or transferee, as the case may be, at any time on or such Person who acquired such Option by bequest or inheritance or by reason before the earliest to occur of (x) the Expiration Date of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to (y) the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of retirement, death and (z) the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination applicable anniversary of the Optionee’s employment by reason Termination of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Employment as set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plansubsections (iii) through (iv) above.

Termination of Employment. If (a) Except to the Optionee’s extent provided in Section 7 hereof or any employment is terminated with agreement between Employee and the Company, the Option and any unexercised portion provisions of this Section 6 shall be subject apply to the provisions below: (a) Upon the Options upon Employee's termination of the Optionee’s employment with the Company and all subsidiaries of the Company ("Termination") for any reason. (b) In the event of Employee's Termination for Cause, all vested and unvested Options shall be canceled on the date of such Termination. (c) In the event of Employee's Termination by reason of death, all Options shall become immediately vested and shall be exercisable in whole or in part at any time prior to the earlier of the Expiration Date and the date one year after the date of such Termination (or such longer period as may be provided in stock options granted to similarly situated executive officers of the Company). (d) In the event of Employee's Termination by reason of Approved Early Retirement or Normal Retirement, the Options shall continue to vest as if Employee had remained employed by the Company and, to the extent not theretofore exercisedvested, shall be exercisable in whole or in part at any time prior to the Option later of one year following the date on which the Options are fully vested or one year following such Termination (or such longer period as may be provided in stock options granted to similarly situated executive officers of the Company), but in no event later than the Expiration Date. (e) In the event of a Termination without Cause (other than due to death) or Constructive Termination Without Cause, all Options shall continue become immediately vested and shall be exercisable in whole or in part at any time prior to be validthe earlier of the Expiration Date and the date twenty-four months after the date of such Termination; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while that in the employ event of a Constructive Termination Without Cause due to the Company's failure to renew any employment agreement between the Company and at a time when the Optionee was entitled to exercise an Option as herein providedEmployee then in effect, any unvested Options shall automatically continue to vest and become exercisable as of if Employee had remained employed by the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such OptionCompany and, to the extent not theretofore exercisedvested, the Options shall be exercisable in respect of all Shares subject whole or in part at any time prior to the vested Options; and (ii) if the employment earlier of the Optionee shall terminate by reason of Expiration Date and the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of date eighteen months after the date of retirementsuch Termination. (f) In the event of Employee's Termination for any reason other than as provided in Section 6(b), the Optionee 6(c), 6(d) or 6(e), Options which are unvested shall have the right to exercise such Option so granted, to the extent not theretofore exercised, be canceled and Options which are vested and exercisable may be exercised in respect of all Shares subject to the vested Options, whole or in part at any time up prior to one (1) year from the earlier of the Expiration Date and the date three months after the date of termination of the Optionee’s employment by reason of retirementsuch Termination. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If If, for any reason other than 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. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such termination of employment, the Option shall terminate on the date of termination of employment. Notwithstanding the foregoing, if Optionee’s employment is terminated with because of Optionee’s theft or embezzlement from the Company, disclosure of trade secrets of the Company or the commission of a willful, felonious act while in the employment of the Company (such reasons shall hereinafter be collectively referred to as “for cause”), then the Option and any or unexercised portion thereof shall be subject to the provisions below: (a) Upon the expire upon such termination of employment. In the Optionee’s employment with event that Optionee dies or is determined to be disabled while Optionee is employed by the CompanyCompany or while Optionee serves 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 death or the determination of disability) at any time and from time to time, within a one-year period after such death or determination of disability, by Optionee, the guardian of Optionee’s estate, 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. To the extent the Option is not theretofore exercisedyet exercisable pursuant to Section 3 hereof on the date of such death or disability, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of terminate on the date of terminationdeath or disability. Optionee shall be deemed to be disabled if, and in the opinion of a physician selected by the Committee, Optionee or his legal representative, as is incapable of performing services for the case may be, or such Person who acquired such Option by bequest or inheritance or Company of the kind Optionee was performing at the time the disability occurred by reason of the any medically determinable physical or mental impairment which can be expected to result in death or to be of the Optioneelong, may, not later than fifteen (15) months from continued and indefinite duration. The date of determination of disability for purposes hereof shall be the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate determination by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementphysician. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If If, for any reason other than death or disability, Optionee ceases to be employed by the Company or its Affiliates, the Option may be exercised (to the extent Optionee would have been entitled to do so at the date of termination of employment) 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. To the extent the Option is not yet exercisable pursuant to Section 3 hereof on the date of such termination of employment, the Option shall terminate on the date of termination of employment. Notwithstanding the foregoing, if Optionee’s employment is terminated with because of Optionee’s theft or embezzlement from the Company, disclosure of trade secrets of the Company or the commission of a willful, felonious act while in the employment of the Company (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. In the event that Optionee dies or is determined to be disabled while Optionee is employed by the Company, the Option and any unexercised portion shall may be subject to the provisions below: exercised (a) Upon the termination of the Optionee’s employment with the Company, to the extent Optionee would have been entitled to do so at the date of death or the determination of disability) at any time and from time to time, within a one-year period after such death or determination of disability, by Optionee, the guardian of Optionee’s estate, 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 will expire), but in no event may the Option be exercised after the expiration of the Option Period. To the extent the Option is not theretofore exercisedyet exercisable pursuant to Section 3 hereof on the date of such death or disability, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of terminate on the date of terminationdeath or disability. Optionee shall be deemed to be disabled if, and in the opinion of a physician selected by the Committee, Optionee or his legal representative, as is incapable of performing services for the case may be, or such Person who acquired such Option by bequest or inheritance or Company of the kind Optionee was performing at the time the disability occurred by reason of the any medically determinable physical or mental impairment which can be expected to result in death or to be of the Optioneelong, may, not later than fifteen (15) months from continued and indefinite duration. The date of determination of disability for purposes hereof shall be the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate determination by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementphysician. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and at any unexercised portion shall be subject to the provisions below: (a) Upon the termination of time the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option Company or any subsidiary shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company for any reason other than for Cause (as defined below), disability death or Disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directorsbelow), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such this Option so granted, to the extent not theretofore exercised, of the shares with respect to which the Option could have been exercised by the Optionee as of the date of his or her termination of employment in respect accordance with its terms but in no event beyond the earlier of all Shares subject to the vested Options, at any time up to one (1i) year from three months after the date of termination of employment or (ii) the Optionee’s employment by reason scheduled expiration of retirement. (b) such Option. If the Optionee shall voluntarily terminates terminate his employmentor her employment with the Company (including retirement), the Board may determine that the Optionee may exercise his or her Option with respect to some or all of the shares subject to the Option as to which it would not otherwise be exercisable on the date of his or her voluntary termination; provided, however, that in no event may the Option be exercised after the scheduled expiration of the Option. If an Optionee shall have the right to exercise such Options that have vestedbecome Disabled, to the extent not theretofore exercisedhe may, at any time up within three years of the date he becomes disabled (but in no event after the scheduled expiration date of the Option) exercise the Option with respect to ninety (90i) days from any shares as to which he could have exercised the Option on the date he became Disabled and (ii) if the Option is not fully exercisable on the date he becomes Disabled, the number of additional shares as to which the Option would have become exercisable had he remained an employee through the next date on which additional shares were scheduled to become exercisable under the Option. If an Optionee shall die while holding an Option, his executors, administrators, heirs or distributees, as the case may be, at any time within one year after the date of termination such death (but in no event after the scheduled expiration of Option), may exercise the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate Option with respect to (i) any unexercised portion thereof. shares as to which the decedent could have exercised the Option at the time of his death, and (cii) if the Option is not fully exercisable on the date of his death, the number of additional shares as to which the Option would have become exercisable had he remained an employee through the next date on which additional shares were scheduled to become exercisable under the Option; provided, however, that if death occurs during the three-year period following a Disability, the three-year period following a retirement or any period following a voluntary termination in respect of which the Board has exercised its discretion to grant continuing exercise rights, the Option shall not become exercisable as to any shares in addition to those as to which the decedent could have exercised the Option at the time of his death. If any Options granted hereunder shall an Optionee ceases to be exercised employed by the Optionee’s legal representative if the Optionee should die Company or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or one of its subsidiaries by reason of death Related Employment, he shall not be considered to have incurred a termination of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all employment for purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Except as otherwise specified in Schedule A hereto, in the event of the termination of the Optionee’s 's employment with the Company or any of its Subsidiaries, other than a termination that is either (i) for cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or disability or retirement, the Optionee may exercise this Option at any time within 30 days after such termination to the extent not theretofore exercisedof the number of shares which were purchasable hereunder at the date of such termination. (b) Except as specified in Schedule A attached hereto, in the Option shall continue to be valid; provided, however, that: event of a termination of the Optionee's employment that is either (i) if for cause or (ii) voluntary on the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) part of the Code) or death while in Optionee and without the employ written consent of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedCompany, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such this Option, to the extent not theretofore previously exercised, in respect of all Shares subject shall terminate immediately and shall not thereafter be or become exercisable. (c) Unless and to the vested Options; and (ii) if extent otherwise provided in Exhibit A hereto, in the employment event of the retirement of the Optionee at the normal retirement date as prescribed from time to time by the Company or any Subsidiary, the Optionee shall terminate by reason continue to have the right to exercise any Options for shares which were Purchasable at the date of the Optionee’s 's retirement (at such age upon such conditions as shall be specified by provided that, on the Board of Directors), and while the Optionee date which is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of three months after the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from Options will become void and unexercisable unless on the date of termination of the Optionee’s employment by reason of retirement. (b) If retirement the Optionee voluntarily terminates his employment, enters into a noncompete agreement with the Company and continues to comply with such noncompete agreement. This Option does not confer upon the Optionee shall have the any right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its Subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits Subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Should the termination Grantee cease to be an employee of the Optionee’s employment with the CompanyCompany or one of its subsidiaries (other than by reason of death, permanent disability or termination for cause), this option will, solely to the extent that it is exercisable immediately prior to such cessation of employee status, remain exercisable during the three-month period following the date of such cessation of employee status. If, at the time of the Grantee’s termination, he is unable to sell Option Shares (i) without liability under Section 16(b) of the Securities Exchange Act of 1934, as amended (or any successor provision) (“Section 16(b)”) or (ii) because he is in possession of material non-public information about the Company (“Non-public Information”), then the three-month period referred to in the preceding sentence shall not theretofore exercised, commence until the later of the first day that the Grantee may sell Option shall continue to be validShares without liability under Section 16(b) or the first day that the Grantee is not in possession of Non-public Information; provided, however, that: that in no event will this option be exercisable at any time after the Expiration Date. (ib) if Should the Optionee’s employment is terminated Grantee become permanently disabled and cease by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ reason thereof to be an employee of the Company and at a time when or one of its subsidiaries, this option will, solely to the Optionee was entitled extent that it is exercisable immediately prior to exercise an Option as herein providedsuch cessation of employee status, any unvested Options shall automatically vest and become remain exercisable as of during the one-year period following the date of terminationsuch cessation of employee status; provided, however, in no event will this option be exercisable at any time after the Expiration Date. The Grantee will be deemed to be permanently disabled if the Grantee is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any substantial gainful employment. (c) Should the Grantee die while still an employee of the Company or one of its subsidiaries, this stock option, to the extent it is at the time outstanding under this Plan, shall automatically accelerate and become fully exercisable as to all Option Shares subject to this option and shall remain exercisable until the Optionee Expiration Date or his legal representativeearlier surrender of this option. In addition, if the Grantee dies during the three-month period referred to in subparagraph (a) or during the one-year period referred to in subparagraph (b), the option shall remain exercisable until the Expiration Date or earlier surrender of this option. The executors or administrators of estate or heirs or legatees (as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall will have the right to exercise such Option so grantedthis option, to during the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination remainder of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsoption term. (d) For all purposes of this Agreement, Should the term “Cause” shall have the meaning set forth in the OptioneeGrantee’s employment agreement with the Companybe terminated for cause (including, but not limited to, any act of dishonesty, unethical conduct, willful misconduct, fraud or embezzlement, or if no such agreement exists any unauthorized disclosure of confidential information or trade secrets), this option will immediately terminate and cease to be exercisable when notice of termination of employment is then in effect, then the meaning as defined in the Plangiven.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If you have a Termination of Employment for Cause (as defined in the termination Plan), any part of the Optionee’s employment with Option that is unexercised shall terminate upon your Termination of Employment. (b) If you have a Termination of Employment for any reason other than Cause, then any part of the CompanyOption that is unexercised, to the extent exercisable on the date of your Termination of Employment, may be exercised in whole or in part, not theretofore exercisedlater than the later of (A) the 180th day following the date of your Termination of Employment or (B) the 30th day following the last day for which you are entitled to severance payments under Emmis’ or any Subsidiary’s personnel policies, the Option shall continue to be valid; provided, however, that: except that (i) if your Termination of Employment is caused by your death, then any part of the Optionee’s employment Option that is terminated unexercised shall vest on the date of your death, and may be exercised, in whole or in part, at any time within one year after your death by dismissal your personal representative or by the Company person to whom the Option is transferred by will or the applicable laws of descent and distribution; (ii) if your Termination of Employment is on account of your Disability, then any part of the Option that is unexercised shall vest on the date of your Termination of Employment and may be exercised, in whole or in part, as if such Termination of Employment had not occurred; provided that, if you die after such Termination of Employment, such Option may be exercised, to the extent exercisable on the date of your death, by your personal representative or by the person to whom the Option is transferred by will or the applicable laws of descent and distribution within one year after your death, (iii) if your Termination of Employment results from a sale of the station, magazine or other than for Cause property at which you are employed or to which you provides services, then any part of the Option that is unvested and is scheduled to vest within one year after the Termination of Employment shall vest on the date of such Termination of Employment, and (iv) if your Termination of Employment is on account of your Retirement (as defined below), disability (as described in Section 22(e) then any part of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options that is unexercised shall automatically vest and become exercisable as of on the date of terminationyour Termination of Employment and may be exercised, and the Optionee in whole or his legal representativein part, as the case may beif such Termination of Employment had not occurred; provided that, or if you die after such Person who acquired Termination of Employment, such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Optionmay be exercised, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of on the date of retirementyour death, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, your personal representative or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) whom the Option is transferred by will or the applicable laws of descent and distribution within one year after your death. For all purposes of this Agreement, the term “CauseRetirement” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.mean a Termination of Employment other than for Cause at a time when either:

Termination of Employment. The grant of stock options to Employee under this Agreement shall not restrict or in any manner affect Employer's right to terminate the employment of Employee at any time, with or without cause, as herein provided. If the Optionee’s Employee's employment is terminated with the Company, the Option and any unexercised portion shall be subject pursuant to the provisions below: (aSection 2(b)(i) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) hereof or if the Optionee’s Employee's employment is terminated by dismissal by the Company other than for Cause (as defined belowEmployer pursuant to Section 2(b)(iii), disability (as described all options granted to Employee pursuant to Section 4.1(a) hereof shall immediately become exercisable upon such termination. In the case of a termination pursuant to Section 2(b)(i) hereof, the options will expire in accordance with their respective scheduled expiration dates. In the case of a termination by Employer pursuant to Section 22(e2(b)(iii) hereof, the options will expire on the first anniversary of the Code) or death while in the employ effective date of the Company and at a time when termination of Employee's employment hereunder. Upon the Optionee was death of Employee, any options which Employee would otherwise be entitled to exercise an Option hereunder may be exercised by his personal representatives or heirs, as herein providedapplicable. If Employee's employment is terminated by Employer pursuant to Section 2(b)(ii) or by Employee pursuant to Section 2(b)(iii), any unvested Options shall automatically vest and become those options which are exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as termination shall be specified by the Board exercisable for a period of Directorsone year after such termination (and all other options not then exercisable shall be forfeited as of such date), and while the Optionee is entitled to exercise after such Option as herein providedone year period, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementunexercised options will expire. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Should the termination Grantee cease to be an employee of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: Company or one of its subsidiaries (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause by reason of retirement (as defined below), death, permanent disability (as described in defined below) or termination for cause (as defined below)), this option will, solely to the extent that it is exercisable immediately prior to such cessation of employee status, remain exercisable during the three-month period following the date of such cessation of employee status. If, at the time of the Grantee’s termination, he is unable to sell Option Shares (i) without liability under Section 22(e16(b) of the CodeSecurities Exchange Act of 1934, as amended (or any successor provision) (“Section 16(b)”) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if because he is in possession of material non-public information about the employment Company (“Non-public Information”), then the three-month period referred to in the preceding sentence shall not commence until the later of the Optionee shall terminate by reason first day that the Grantee may sell Option Shares without liability under Section 16(b) or the first day that the Grantee is not in possession of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein Non-public Information; provided, any unvested Options shall automatically vest and become however, that in no event will this option be exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from after the date of termination of the Optionee’s employment by reason of retirementExpiration Date. (b) If Should the Optionee voluntarily terminates his employmentGrantee cease to be an employee of the Company or one of its subsidiaries on account of retirement, the Optionee shall have the right to exercise such Options that have vestedthis option will, solely to the extent not theretofore exercisedthat it is exercisable immediately prior to such cessation of employee status, at any time up remain exercisable until the Expiration Date. The Grantee will be deemed to ninety (90) days from the date of termination cease to be an employee of the Optionee’s employment, Company or one of its subsidiaries on account of retirement if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate Grantee resigns as an employee of the Company or one of its subsidiaries on or after the Grantee attained age 55 and completed 10 years of service with respect to any unexercised portion thereofthe Company or one of its subsidiaries. (c) If Should the Grantee become permanently disabled and cease by reason thereof to be an employee of the Company or one of its subsidiaries, this option will, solely to the extent that it is exercisable immediately prior to such cessation of employee status, remain exercisable during the one-year period following the date of such cessation of employee status; provided, however, in no event will this option be exercisable at any Options granted hereunder shall time after the Expiration Date. The Grantee will be exercised by the Optionee’s legal representative deemed to be permanently disabled if the Optionee should die or become disabledGrantee is, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionssubstantial gainful employment. (d) For Should the Grantee die while still an employee of the Company or one of its subsidiaries, this stock option, to the extent it is at the time outstanding under this Plan, shall automatically accelerate and become fully exercisable as to all purposes Option Shares subject to this option and shall remain exercisable until the Expiration Date or earlier surrender of this Agreementoption. In addition, if the term “Cause” shall have Grantee dies during the meaning set forth three-month period referred to in subparagraph (a) or during the Optionee’s employment agreement with the Company, or if no such agreement exists or is then one-year period referred to in effect, then the meaning as defined in the Plan.subparagraph

Termination of Employment. If the Optionee’s your employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s your employment with by the Company, to the extent not theretofore exercised, the your vested Option shall continue to be valid; provided, however, that: : (i) if If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death Participant shall die while in the employ of the Company or during the one (1) year period, whichever is applicable, specified in clause (ii) below and at a time when the Optionee such Participant was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as the legal representative of the date of termination, and the Optionee or his legal representative, as the case may besuch Participant, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the OptioneeParticipant, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to specified by the vested OptionsAdministrator in such Option; and and (ii) if If the employment of the Optionee any Participant to whom such Option shall have been granted shall terminate by reason of the Optionee’s Participant's retirement (at such age upon such conditions as shall be specified by the Board of Directors), disability (as described in Section 22(e) of the Code) or dismissal by the Company other than for cause (as defined below), and while the Optionee such Participant is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee such Participant shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of any or all of such number of Shares subject to as specified by the vested OptionsAdministrator in such Option, at any time up to one (1) year from the date of termination of the Optionee’s 's employment by reason of retirementretirement or dismissal other than for cause or disability, provided, that if the Optionee dies within such twelve (12) month period, subclause (i) above shall apply. (b) If the Optionee you voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s terminate your employment, or if the Optionee is are discharged for Causecause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof, whether vested or unvested. (c) If any Options granted hereunder shall be exercised by the Optionee’s your legal representative if the Optionee you should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, person written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreementthe Plan, the term “Cause” "for cause" shall have the meaning set forth mean "cause" as defined in the Optionee’s Plan or your employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. 6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan). For purposes hereof, “permanent disability” means incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for benefits under the applicable long-term disability plan or policy of the Company or the applicable subsidiary of the Company which is in effect at the time Optionee became incapacitated. 6.2 If the Optionee’s employment with the Company and its subsidiaries shall be terminated by reason of death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. 6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date (or, if the Optionee’s employment with the Company and its subsidiaries is terminated by reason of a qualified retirement as herein defined, within three years after the Termination Date) to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercisedfor Cause, the Option shall continue to be valid; providedterminate as of the Termination Date, howeverwhether or not exercisable. For purposes hereof, that: “Cause” means the Optionee’s (i) if intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the Optionee’s employment is terminated by dismissal by performance of duties, (iii) engaging in a transaction in connection with the performance of duties to the Company or its subsidiaries which transaction is adverse to the interests of the Company or its subsidiaries and is engaged in for personal profit or (iv) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses). In addition, “qualified retirement” means the Optionee (a) terminates employment with the Company and its subsidiaries other than for Cause (as defined below)and is not subject to termination for Cause at the time of such termination) more than one year after the Grant Date, disability (as described in Section 22(eb) is available for consultation with the Company or any of its subsidiaries at the Code) or death while in the employ reasonable request of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as or one of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; its subsidiaries and (iic) if terminates employment on or after attaining age 65 and completing at least five years of service in the employment of aggregate with the Optionee shall terminate by reason of the Optionee’s retirement Company and its subsidiaries (at such age upon such conditions as shall which service must be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from continuous through the date of termination of the Optionee’s employment by reason of retirementexcept for a single break in service that does not exceed one year in length). (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If prior to the Termination Date, the Employee shall cease to be employed by the Company by reason of a Normal Termination, retirement, disability or termination by the Company without Cause, all vesting with respect to the Options shall cease and the Options shall remain exercisable until the earlier of the Optionee’s Termination Date or three months after the date of such cessation of employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if Options were exercisable at the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) time of the Code) or death while in the employ such cessation of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementemployment. (b) If the Optionee voluntarily terminates his employmentEmployee shall cease to be employed by the Company prior to the Termination Date by reason of death, or the Optionee Employee shall die while entitled to exercise any of the Options pursuant to paragraph 4(a), all vesting with respect to the Options shall cease and the executor or administrator of the estate of the Employee or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right right, until the earlier of the Termination Date or one year after the date of death, to exercise such the Options that have vested, to the extent not theretofore exercised, at any time up that the Employee was entitled to ninety (90) days from exercise them on the date of termination death, subject to any other limitation contained herein on the exercise of the Optionee’s employment, or if Options in effect on the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofdate of exercise. (c) If any Options granted hereunder shall be exercised the Employee voluntarily terminates employment with the Company or if the Employee's employment with the Company is terminated by the Optionee’s legal representative Company for Cause or if Employee's employment is terminated for any reasons other than death or Normal Termination, unless otherwise provided by the Optionee should die or become disabledCommittee, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any the Options, to the extent not exercised prior to such persontermination, written notice of such exercise shall lapse and be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionscanceled. (d) For all purposes After the expiration of this Agreementany exercise period described in either of paragraphs 4(a), 4(b) or 4(c) hereof, the term “Cause” Options shall have terminate together with all of the meaning set forth in Employee's rights hereunder, to the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planextent not previously exercised.

Termination of Employment. If The Option may be exercised only while Employee remains an employee of the OptioneeCompany and will terminate and cease to be exercisable upon Employee’s termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowexcept that: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option if Employee shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death die while in the employ of the Company and at a time when Company, the Optionee was entitled Option awarded hereunder shall immediately vest with respect to exercise an Option as herein provided, any unvested Options shall automatically vest all of the remaining Shares and become fully exercisable as of without further action by the date of terminationCommittee, and the Optionee or his Employee’s legal representative, as or the case may beperson, or such Person if any, who acquired such the Option by bequest or inheritance or by reason of the death of Employee, may exercise the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore previously exercised, in respect of any or all such Shares subject at any time up to and including the date twelve (12) months after the date of death, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (b) if Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which Employee is a participant or, if Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto), the Option awarded hereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisable without further action by the Committee, and Employee may exercise the Option, to the vested Optionsextent not previously exercised, in respect of any or all such Shares at any time up to and including the date twelve (12) months after the date of such determination, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and and (iic) if Employee’s employment with the employment of the Optionee shall terminate Company terminates by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified dismissal by the Board of Directors), Company for Cause and while the Optionee is at a time when Employee was entitled to exercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option as herein provided, any unvested Options shall automatically vest and become was exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect Employee’s termination of all Shares subject to the vested Optionsemployment, at any time up to one and including the date thirty (130) year from days after the date of termination of the Optionee’s employment by reason of retirement.dismissal by the Company for Cause, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (bd) If if Employee’s employment with the Optionee voluntarily Company terminates his employment, by reason of resignation by the Optionee shall have the right Employee (except as otherwise provided in Section 3 (g) below) and at a time when Employee was entitled to exercise such Options that have vestedthe Option, Employee may exercise the Option, to the extent not theretofore previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment, at any time up to and including the date thirty (30) days after the date of termination by reason of such resignation, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (e) if Employee’s employment with the Company terminates by reason of Involuntary Termination, as such term is defined below, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become fully exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, at any time up to ninety and including the date twelve (9012) days months after the date of such termination of employment, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (f) if the Employee’s employment with the Company terminates as a result of an Involuntary Termination within six months following a Corporate Change, the Option shall become fully vested and immediately exercisable in full on the effective date of the Corporate Change, and such Option shall remain exercisable from such date for the lesser of: (A) twelve (12) months from the date of such Corporate Change; (B) the remaining period of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specified herein that would otherwise be triggered by the termination of employment of such Employee); or (C) such period of time (which period of time may end as early as the Optionee’s employmentconsummation of a Corporate Change) as the Committee may determine in connection with or in contemplation of a Corporate Change in the exercise of its discretion under the Plan, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofwhich the Committee has the discretion to, among other things, require the surrender of stock options (which surrender may be in exchange for a cash payment, if applicable) and to cancel such stock options upon the consummation of a Corporate Change; and (g) if the Employee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, beginning on the later of the termination date or original vesting date up to and including the date twelve (12) months after the later of the termination date or the date of the original vesting date, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (dh) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.:

Termination of Employment. Except as otherwise specifically provided in Section 4 below, upon the Participant’s Termination of Employment, the following provisions of this Section 2 shall apply. (A) If the OptioneeParticipant’s employment Termination of Employment is terminated with on account of death or Disability, then the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyOption, to the extent not theretofore vested, shall vest, and the Option may be exercised, in whole or in part, by the Participant (or the Participant’s personal representative, Beneficiary, estate or transferee, as the case may be) at any time on or before the earlier to occur of the Expiration Date of the Option shall continue to be valid; provided, however, that: (i) if and the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of terminationsuch Termination of Employment. (B) If the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date or Early Retirement Date, to the extent the Option is vested on the date of Termination of Employment, it may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of the Expiration Date of the Option and the fifth anniversary of the date of such Termination of Employment. (C) If the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date, (i) any Option granted more than twelve (12) months prior to the Normal Retirement Date to the extent it is not vested, and (ii) a prorated portion of any Option granted within twelve (12) months of the Normal Retirement Date to the extent it is not vested (such proration to be determined by multiplying the Number of Shares to which Option Pertains by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365) shall continue to vest in accordance with its terms, and when vested, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of the Expiration Date of the Option and the fifth anniversary of the date of such Termination of Employment. The remaining portion of the Option that is not vested shall be forfeited. (D) If the Participant’s Termination of Employment is on account of Retirement at the Early Retirement Date, a prorated portion of the Option (such proration to be determined by multiplying the Number of Shares to which Option Pertains by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is the number of days during the entire vesting period, and then subtracting the number of shares already vested), shall continue to vest in accordance with its terms, and when vested, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of the Expiration Date of the Option and the fifth anniversary of the date of such Termination of Employment. The remaining portion of the Option that is not vested shall be forfeited. (E) If the Participant’s Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Optionee Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or his legal in part, by the Participant at any time on or before the earlier to occur of the Expiration Date of the Option and three months after the date of such Termination of Employment. (F) If the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date or Early Retirement Date and if the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in subsections (C) and (D) above, any portion of the Option that is not vested shall vest and the Option may be exercised, in whole or in part, by the Participant’s personal representative, Beneficiary, estate, or transferee, as the case may be at any time on or before the earlier to occur of the Expiration Date of the Option, the second anniversary of the date of death, and the fifth anniversary of the date of such Termination of Employment. If the Participant’s Termination of Employment is for any reason other than death, Disability, Normal Retirement, or Early Retirement and if the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in subsection (E) above, the Option, to the extent it is vested on the date of the Participant’s death, may be exercised, in whole or in part, by the Participant’s personal representative, Beneficiary, estate or transferee, as the case may be, at any time on or such Person who acquired such Option by bequest or inheritance or by reason before the earliest to occur of the death Expiration Date of the Optionee, may, not later than fifteen (15) Option and three months from after the date of death, exercise such Option, to the extent not theretofore exercised, in respect Termination of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementEmployment. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If (a) In the event that the Optionee’s employment with the Company and all Subsidiaries is terminated by reason of the Optionee’s death or Disability, this Option will become immediately exercisable in full and will remain exercisable for a period of five years after such termination (but in no event will this Option be exercisable after the Time of Termination). (i) In the event that the Optionee’s employment with the CompanyCompany and all Subsidiaries is terminated by reason of the Optionee’s Retirement, then, subject to clause (ii) hereof, this Option, if it has been outstanding at least six months from the Date of Grant, will become exercisable in full immediately prior to such termination and remain exercisable for a period of five years after such termination (but in no event will this Option be exercisable after the Time of Termination); (ii) The acceleration of exercisability of the Option and any unexercised portion provided for in clause (i) hereof will not occur in the event that the Optionee has committed an act which constitutes Cause, which shall be subject to determined by the provisions below: (a) Upon Committee acting in its sole discretion, irrespective of whether such action or the Committee’s determination occurs before or after termination of the Optionee’s employment with the Company, to Company or any Subsidiary. (c) In the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if event the Optionee’s employment with the Company and all Subsidiaries is terminated by dismissal for any reason other than death, Disability or Retirement, all rights of the Optionee under the Plan and this Agreement will immediately terminate without notice of any kind, and this Option will no longer be exercisable; provided, however that if such termination is due to any reason other than termination by the Company other than or any Subsidiary for Cause Cause, this Option will remain exercisable to the extent exercisable as of such termination for a period of three months after such termination (as defined belowbut in no event will this Option be exercisable after the Time of Termination), disability . (as described in Section 22(ed) of the Code) or death while A change in the employ Optionee’s status from that of an employee of the Company and at or any Subsidiary to that of a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as non-employee consultant or advisor of the date of terminationCompany or any Subsidiary will, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason for purposes of the death of the OptioneePlan, may, not later than fifteen (15) months from the date of death, exercise such Option, be deemed to the extent not theretofore exercised, result in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of a termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the CompanyCompany and its Subsidiaries, or if no such agreement exists or is then unless the Committee otherwise determines in effect, then the meaning as defined in the Planits sole discretion.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If the termination of Company terminates the Optionee’s employment with the CompanyCompany for Cause, to unvested Options shall be deemed canceled and forfeited on the extent not theretofore exerciseddate of such termination of employment and vested Options, if any, shall remain exercisable for a period ending on the Option shall continue to be valid; provided, however, thatearlier of: (i) if the Optionee’s ten days following such termination of employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee Expiration Date, and shall terminate by reason of thereafter be deemed canceled and forfeited without further consideration to the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily Optionee’s employment with the Company terminates his employmentby reason of death or Disability, the Optionee shall have the right to exercise such all Options that would have vested, to become vested on or before the extent not theretofore exercised, at any time up to ninety (90) days from first anniversary of the date of such termination shall vest on the date of such termination and the remaining unvested Options shall be deemed canceled and forfeited without further consideration to the Optionee. The vested Options (including those Options which vest in accordance with the provisions of this Section 4(b)) shall remain exercisable for a period ending on the earlier of: (i) one year following such termination of employment or (ii) the Expiration Date, and shall thereafter be deemed canceled and forfeited without further consideration to the Optionee’s employment, or if his estate, as the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofcase may be. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if employment with the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or Company terminates (i) by reason of death Retirement or (ii) involuntarily due to a reduction in force of any such person, written notice the Company and the Optionee meets the age and service requirements for Retirement at the time of such exercise termination, all Options that would have become vested on or before the first anniversary of the date of such termination on account of Retirement shall continue to vest as if such Optionee remained in the employ of the Company through the first anniversary of such termination and the remaining unvested Options shall be accompanied by deemed canceled and forfeited without further consideration to the Optionee. The vested Options (including those Options which vest in accordance with the provisions of this Section 4(c)) shall remain exercisable for a certified copy period ending on the earlier of: (i) 370 days following such termination of letters testamentary employment or equivalent proof of (ii) the right of such legal representative or other person Expiration Date, and shall thereafter be deemed canceled and forfeited without further consideration to exercise such Optionsthe Optionee. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in If the Optionee’s employment agreement with the CompanyCompany terminates for any reason other than those set forth in Sections (a) through (c) of this Section 4, unvested Options shall be deemed canceled and forfeited on the date of the Optionee’s termination of employment without further consideration to the Optionee. Vested Options, if any, shall remain exercisable for a period ending on the earlier of: (i) 90 days following such termination of employment or if no such agreement exists or is then in effect(ii) the Expiration Date, then and shall thereafter be deemed canceled and forfeited without further consideration to the meaning as defined in the PlanOptionee.

Termination of Employment. A. If prior to the Termination Date, the Optionee shall cease to be employed by the Company by reason of a disability, as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or by reason of retirement on or after age 65, the Options shall remain exercisable until the earlier of the Termination Date or one year after the date of cessation of employment to the extent the Options were exercisable at the time of cessation of employment. B. If the Optionee’s Optionee shall cease to be employed by the Company prior to the Termination Date by reason of death, or the Optionee shall die while entitled to exercise any of the Options pursuant to paragraph 3(A) or the second sentence of paragraph 3(C), the executor or administrator of the estate of the Optionee or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right, until the earlier of the Termination Date or one year after the date of death, to exercise the Options to the extent that the Optionee was entitled to exercise them on the date of death, subject to any other limitation contained herein on the exercise of the Options in effect on the date of exercise. C. If the Optionee voluntarily terminates employment is terminated with the CompanyCompany for reasons other than death, the Option and any unexercised portion shall be subject disability, or retirement on or after age 65 (a termination on account of death, disability or retirement on or after age 65 being referred to the provisions below: (a) Upon the termination of herein as a “Special Circumstances Termination”), or if the Optionee’s employment with the CompanyCompany is terminated for Cause, as hereinafter defined, unless otherwise provided by the Committee, the Options, to the extent not theretofore exercisedexercised prior to such termination, shall lapse and be canceled. If the Company terminates the Optionee’s employment without Cause, as hereinafter defined, the Option Options, to the extent exercisable immediately prior to such termination, shall continue to be valid; provided, however, that: (i) if exercisable until the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) earlier of the Code) Termination Date or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from after the date of termination such termination. For purposes of the Optionee’s employmentimmediately preceding sentence, or if any days during which the Optionee is discharged for Causeprohibited from selling Stock into the public market on account of any underwriters’ lock-up period or any blackout period imposed by the Company, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof(without duplication) not be counted. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) D. For all purposes of this Agreement, unless otherwise provided in an employment agreement between the term Company and the Optionee, “Cause” shall have the meaning set forth in mean: (i) the Optionee’s employment agreement with failure (except where due to a disability), neglect or refusal to perform his duties which failure, neglect or refusal shall not have been corrected by the Optionee within 30 days of receipt by the Optionee of written notice from the Company of such failure, neglect or refusal, which notice shall specifically set forth the nature of said failure, neglect or refusal, (ii) any engaging by the Optionee in conduct that has the effect of injuring the reputation or business of the Company or its affiliates in any material respect; (iii) any continued or repeated absence from the Company, unless such absence is (A) approved or if no such agreement exists excused by the Board or (B) is then in effectthe result of the Optionee’s illness, then disability or incapacity; (iv) use of illegal drugs by the meaning as defined in Optionee or repeated drunkenness; (v) conviction of the PlanOptionee for the commission of a felony; or (vi) the commission by the Optionee of an act of fraud or embezzlement against the Company.

Termination of Employment. If In the Optioneeevent Employee’s employment is terminated with the CompanyCompany terminates for any reason, the Option and any unexercised portion shall Employee will be subject entitled to the provisions below:any (a) Upon unpaid Base Salary accrued up to the effective date of termination; (b) unpaid, but earned and accrued annual incentive for any completed fiscal year as of his termination of employment; (c) pay for accrued but unused vacation; (d) benefits or compensation as provided under the Optioneeterms of any employee benefit and compensation agreements or plans applicable to Employee; (e) unreimbursed business expenses required to be reimbursed to Employee; and (f) rights to indemnification Employee may have under the Company’s Certificate of Incorporation, Bylaws, this Agreement, and/or separate indemnification agreement, as applicable. In the event Employee’s employment with the CompanyCompany terminates for any reason (other than Cause), Employee will be entitled to exercise any outstanding vested stock options until the extent not theretofore exercised, the Option shall continue first to be valid; provided, however, thatoccur of: (i) if the Optionee’s date that is three months following the later of such termination of employment is terminated by dismissal by or the date upon which Employee ceases to provide any other services to the Company other than for Cause (or any of its affiliates, whether as defined below)a director, disability (as described in Section 22(e) of the Code) independent contractor or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedotherwise, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment applicable scheduled expiration date of such award (in the absence of any termination of employment) as set forth in the award agreement, or (iii) the ten (10) year anniversary of the Optionee award’s original date of grant. For purposes of clarity, the term “expiration date” shall terminate by reason be the scheduled expiration of the Optionee’s retirement (at such age upon such conditions as option agreement and not the period that Employee shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein providedoption. In addition, any unvested Options shall automatically vest and become exercisable as of if the date of retirementtermination is by the Company without Cause or Employee resigns for Good Reason, the Optionee shall have the right to exercise such Option so granted, Employee will be entitled to the extent not theretofore exercised, amounts and benefits specified in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementSection 7. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.”

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Except as otherwise specified in Schedule A hereto, in the event of the termination of the Optionee’s 's employment with the Company or any of its subsidiaries, other than a termination that is either (i) for cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or disability or retirement, the Optionee may exercise this Option at any time within 90 days after such termination to the extent not theretofore exercisedof the number of shares which were Purchasable hereunder at the date of such termination. (b) Except as specified in Schedule A attached hereto, in the Option shall continue to be valid; provided, however, that: event of a termination of the Optionee's employment that is either (i) if for cause or (ii) voluntary on the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) part of the Code) or death while in Optionee and without the employ written consent of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedCompany, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such this Option, to the extent not theretofore previously exercised, in respect of all Shares subject shall terminate immediately and shall not thereafter be or become exercisable. (c) Unless and to the vested Options; and (ii) if extent otherwise provided in Exhibit A hereto, in the employment event of the retirement of the Optionee at the normal retirement date as prescribed from time to time by the Company or any subsidiary, the Optionee shall terminate by reason continue to have the right to exercise any Options for shares which were Purchasable at the date of the Optionee’s 's retirement (at such age upon such conditions as shall be specified by provided that, on the Board of Directors), and while the Optionee date which is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of three months after the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from Options will become void and unexercisable unless on the date of termination of the Optionee’s employment by reason of retirement. (b) If retirement the Optionee voluntarily terminates his employment, enters into a noncompete agreement with Intercept Holdings Inc. and continues to comply with such noncompete agreement). This Option does not confer upon the Optionee shall have the any right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If All rights of Optionee in this Option, to the extent that it has not previously become vested and been exercised, shall terminate upon Optionee’s employment is terminated with the Company, Termination of Employment except as set forth in this Section 9. The portion of the Option that relates to any Shares that were unvested and any unexercised unexercisable as of the date of Optionee’s Termination of Employment shall terminate and expire effective immediately upon such date. With respect to the vested and exercisable portion shall be of the Option, and subject to the provisions belownext following sentence: (a) Upon In the termination event of the Termination of Employment other than as a result of Optionee’s employment with death or disability, Optionee shall have 90 days to exercise the Company, Option as to the extent not theretofore exercised, Shares subject to the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company that were vested and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such 90 day period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) months from 90 days after the date of deathTermination of Employment; provided further that if during any part of such 90 day period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Policy Regarding Special Trading Procedures, the Option shall not expire until Optionee shall have had an aggregate of 90 days after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under xxxxxxx xxxxxxx laws or Company policy; and provided further that notwithstanding the foregoing, in no event may this Option be exercised more than one year after the date of Termination of Employment; and (b) In the event of Termination of Employment as a result of Optionee’s death or disability (including a Total and Permanent Disability), Optionee shall have one year to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment. Notwithstanding the above, the Optionee shall have the right to exercise such in no event may an Option so granted, to the extent not theretofore be exercised, in respect of all Shares subject even as to vested and otherwise exercisable Shares, after the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 7 above.

Termination of Employment. If Any Options held by the Optionee’s Employee upon termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowremain exercisable as follows: (aI) Upon If the Employee’s termination of employment is due to death, all unvested Options shall become immediately exercisable in full and shall be exercisable by the Employee’s designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under the Option are transferred by will or the laws of descent and distribution for the Applicable Option Exercise Period (as defined on Schedule A) following the date of death (but in no event beyond the term of the Option), and shall thereafter terminate; (II) If the Employee’s termination of employment with is due to disability (as defined in Section 22(e)(3) of the CompanyCode, or Section 422(c)(6) of the Code if this Option is intended to be an incentive stock option), all unvested Options shall become immediately exercisable in full and shall be exercisable for the Applicable Option Exercise Period following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate; (III) If the Employee’s termination of employment is due to retirement on or after the attainment of age 65, all unvested Options shall become immediately exercisable in full and shall be exercisable for the Applicable Option Exercise Period following such retirement (but in no event beyond the term of the Option), and shall thereafter terminate; (IV) If the Employee’s termination of employment is for Cause, all Options, to the extent not theretofore exercisedvested, shall terminate on the Option shall continue date of termination and, all other Options, to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become extent exercisable as of the date of termination, and shall be exercisable for the Optionee or his legal representativeApplicable Option Exercise Period, as if any, following such termination of employment (but in no event beyond the case may be, or such Person who acquired such Option by bequest or inheritance or by reason term of the death Option), and shall thereafter terminate; and (V) If the Employee’s termination of the Optioneeemployment is for any reason (other than as set forth in clause in (I), may(II), not later than fifteen (15III) months from or (IV) of this Section 7), all unvested Options shall terminate on the date of deathtermination and, exercise such Optionall other Options, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementtermination, shall be exercisable for the Optionee shall have the right to exercise Applicable Option Exercise Period following such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of employment (but in no event beyond the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination term of the OptioneeOption), and shall thereafter terminate. An Employee’s employment, or if status as an employee shall not be considered terminated in the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect case of a leave of absence agreed to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised in writing by the Optionee’s legal representative if the Optionee should die Company (including, but not limited to, military and sick leave); provided, that, such leave is for a period of not more than one year or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice re-employment upon expiration of such exercise shall be accompanied leave is guaranteed by a certified copy of letters testamentary contract or equivalent proof of the right of such legal representative or other person to exercise such Optionsstatute. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If The Option may be exercised only while Employee remains an employee of the OptioneeCompany and will terminate and cease to be exercisable upon Employee’s termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowexcept that: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option if Employee shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death die while in the employ of the Company and at a time when Company, the Optionee was entitled Option awarded hereunder shall immediately vest with respect to exercise an Option as herein provided, any unvested Options shall automatically vest all of the remaining Shares and become fully exercisable as of without further action by the date of terminationCommittee, and the Optionee or his Employee’s legal representative, as or the case may beperson, or such Person if any, who acquired such the Option by bequest or inheritance or by reason of the death of Employee, may exercise the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore previously exercised, in respect of any or all such Shares subject at any time up to and including the date twelve (12) months after the date of death, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (b) if Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which Employee is a participant or, if Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto), the Option awarded hereunder shall immediately vest with respect to all of the remaining Shares and become fully exercisable without further action by the Committee, and Employee may exercise the Option, to the vested Optionsextent not previously exercised, in respect of any or all such Shares at any time up to and including the date twelve (12) months after the date of such determination, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and and (iic) if Employee’s employment with the employment of the Optionee shall terminate Company terminates by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified dismissal by the Board of Directors), Company for Cause and while the Optionee is at a time when Employee was entitled to exercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option as herein provided, any unvested Options shall automatically vest and become was exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect Employee’s termination of all Shares subject to the vested Optionsemployment, at any time up to one and including the date thirty (130) year from days after the date of termination of the Optionee’s employment by reason of retirement.dismissal by the Company for Cause, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (bd) If if Employee’s employment with the Optionee voluntarily Company terminates his employment, by reason of resignation by the Optionee shall have the right Employee (except as otherwise provided in Section 3 (f) and (h) below) and at a time when Employee was entitled to exercise such Options that have vestedthe Option, Employee may exercise the Option, to the extent not theretofore previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment, at any time up to and including the date thirty (30) days after the date of termination by reason of such resignation, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (e) if Employee’s employment with the Company terminates by reason of Involuntary Termination, as such term is defined below, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become fully exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, at any time up to ninety and including the date twelve (9012) days months after the date of such termination of employment, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (f) if Employee’s employment with the Company terminates on April 30, 2018, as provided in Section 3 of his Employment Agreement, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become fully exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, at any time up to and including the last day of the option term as designated in Section 2(b) above; and (g) if the Employee’s employment with the Company terminates as a result of an Involuntary Termination within six months following a Corporate Change, the Option shall become fully vested and immediately exercisable in full on the effective date of the Corporate Change, and such Option shall remain exercisable from such date for the lesser of: (A) twelve (12) months from the date of such Corporate Change; (B) the remaining period of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specified herein that would otherwise be triggered by the termination of employment of such Employee); or (C) such period of time (which period of time may end as early as the Optionee’s employmentconsummation of a Corporate Change) as the Committee may determine in connection with or in contemplation of a Corporate Change in the exercise of its discretion under the Plan, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofwhich the Committee has the discretion to, among other things, require the surrender of stock options (which surrender may be in exchange for a cash payment, if applicable) and to cancel such stock options upon the consummation of a Corporate Change; and (h) if the Employee’s employment with the Company terminates by reason of retirement following the date on which such Employee has (I) reached sixty (60) years of age and (II) completed at least ten (10) years of service as an employee of the Company, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, beginning on the later of the termination date or original vesting date up to and including the date twelve (12) months after the later of the termination date or the date of the original vesting date, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (di) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.:

Termination of Employment. If This option may not be exercised unless the Optionee’s employment Employee is terminated with then in the Company, employ of the Company or a division or Subsidiary thereof (or a Company or a parent or Subsidiary Company of such Company issuing or assuming the Option in a transaction to which Section 424(a) of the Internal Revenue Code of 1986, as amended (the "Code") applies), and any unexercised portion unless the Employee has remained continuously so employed since the date of grant of the option. In the event that the employment of Employee shall be subject terminate (other than by reason of death, Disability (as defined in the Plan) or Retirement), this option to the provisions below: extent it is exercisable at the time of such termination may, unless earlier terminated in accordance with its terms, be exercised within ninety (a90) Upon days after the termination date of such termination; provided, however, that if the employment of the Optionee’s employment with the CompanyEmployee shall terminate for cause, this option shall, to the extent not theretofore exercised, terminate forthwith. Notwithstanding the foregoing, the Compensation and Stock Option Committee (the "Committee") in its discretion may extend the period of exercisability of this option. Nothing in the Plan or in this option shall confer upon the Employee any right to continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at or any of its divisions or Subsidiary Companies or interfere in any way with the right of the Company or any such division or Subsidiary Company to terminate such employment. If the Employee should die or incur a time when Disability while employed by the Optionee was entitled to exercise an Option as herein providedCompany or a Subsidiary Company thereof, any unvested Options shall automatically vest and become exercisable as of or within ninety (90) days after the date of terminationtermination of Employee's employment other than for cause, the unvested portion of this option shall become vested on such date and this option may, unless earlier terminated in accordance with its terms, be exercised by the Optionee Employee or his legal representative, as by the case may be, Employee's estate or such Person by a person who acquired such Option the right to exercise this option by bequest or inheritance or otherwise by reason of the death or disability of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested OptionsEmployee, at any time up to one within thirty-six (136) year from months after the date of termination death or disability of the Optionee’s employment by reason Employee. In the event of retirement. the Employee's Retirement from the Company or a subsidiary Company thereof, this option (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercisedotherwise exercisable) may, unless earlier terminated in accordance with its terms, be exercised by the Employee at any time up to within eighteen (18) months after the date of Retirement of the Employee. "Retirement" shall mean such time that the Employee is at least fifty-five (55) years of age and is no longer actively employed in the work force. Notwithstanding the above, if the Employee becomes employed by a competitor of the Company, the Employee's option hereunder shall expire on the later of ninety (90) days from after the date of the Employee's termination of the Optionee’s employment, or if the Optionee date employee is discharged for Causehired by such competitor. "Additional Retirement Provision" - If the Employee meets the retirement criteria outlined in this paragraph, this paragraph supersedes the previous paragraph. If the Employee has attained the age of sixty (60) years and has completed ten (10) years of service to the Company, options under this option grant that are not vested on the retirement date shall become vested on such date and unless earlier terminated in accordance with their terms, shall be exercisable by the Employee at any Options granted hereunder time within thirty-six (36) months after the retirement date. If the Employee shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall die or become disabled during this thirty-six month period, the option may be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, Employee's estate or by any a person who acquired any Options granted hereunder the right to exercise this option by bequest or inheritance or otherwise by reason of the death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof disability of the right of such legal representative or other person to exercise such OptionsEmployee. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If before the termination of Expiry Date, the OptioneeExecutive’s employment with Westaim Biomedical is terminated for Just Cause or by the Companyresignation of the Executive for reasons other than the death or Disability of the Executive, to the extent not theretofore exercisedExecutive may, within 30 days after the Termination Date or before the Expiry Date, whichever is earlier, exercise all or any portion of the Options of the Executive that have vested as of the Termination Date in accordance with the terms of this Agreement. At the end of such period or the Expiry Date, whichever is earlier, the Option shall continue to forthwith terminate and be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) no further force or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementeffect whatsoever. (b) If before the Optionee voluntarily terminates his employmentExpiry Date, the Optionee Executive’s employment with Westaim Biomedical is terminated by Westaim Biomedical for reasons other than Just Cause or the death or Disability of the Executive, then the Option shall continue to vest and remain in force, and shall, subject to section 9(b)(iv) of the Employment Agreement between Westaim Biomedical and the Executive dated December 6, 1999, be exercisable by the Executive at the times and to the extent provided in this Agreement for 12 months after the Termination Date or until the Expiry Date, whichever is earlier (the “Specified Period”); provided, however, that the Corporation may during the Specified Period (but not after the expiry of the Call Period), by written notice to the Executive, (i) cause all but not less than all of the Options that would have vested during the right Specified Period to immediately vest, and (ii) limit the period (the “Amended Specified Period”) during which the Executive is entitled to exercise such Options that so as to have vested, such right to exercise end on the extent not theretofore exercised, at any time up to ninety (90) days from 30th day following the date of termination of the Optionee’s employmentExecutive receives such written notice. In all circumstances, or if the Optionee is discharged for Cause, any Options granted hereunder Option shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall and be exercised by of no further force or effect whatsoever at the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof end of the right of such legal representative Specified Period or other person the Amended Specified Period, whichever is earlier. If the Corporation limits the period during which the Executive is permitted to exercise such Options. (dthe Option as specified in 6(b)(ii) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effectabove, then the meaning Executive shall, notwithstanding section 8, be entitled to apply as defined against the applicable purchase price payable for the Optioned Shares being purchased all or part of the proceeds to be paid to the Executive as a result of any exercise by the Executive of the put option specified in the Plansection 9(b).

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the final sentence of this Section 6: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause (as defined below)a result of Optionee's death or Disability, disability (as described in Section 22(e) Optionee shall have three months from the date of the Code) or death while in the employ such Termination of the Company and at a time when the Optionee was entitled Employment to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided, however, that (A) if during any part of such three month period, the Option is not exercisable because the issuance of the Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of three months after the date of Termination of Employment (but in no event may the Option be exercised more than one year after the date of Termination of Employment), and (B) if during any part of such three month 167835612 v2 period, the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason Shares issued upon exercise of the death Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Xxxxxxx Xxxxxxx Policy, the Option shall not expire until Optionee shall have had an aggregate of three months after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such restrictions arising under xxxxxxx xxxxxxx laws or Company policy (but in no event may the Option be exercised more than one year after the date of Termination of Employment); (ii) In the event of Termination of Employment as a result of Optionee's Disability, may, not later than fifteen (15) Optionee shall have 12 months from the date of death, such Termination of Employment to exercise such Option, the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment; and (iii) In the event of Termination of Employment as a result of Optionee’s death or in the event of Optionee’s death within 30 days following Optionee’s Termination of Employment, the Optionee shall have Optionee's estate, any person who acquired the right to exercise such the Option so grantedby bequest or inheritance, or any person designated to exercise the Option upon Optionee's death shall have 12 months following Optionee’s death to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options, at any time up to one (1) year from and exercisable as of the date of termination of the Optionee’s employment by reason of retirement. (b) If death. Notwithstanding the Optionee voluntarily terminates his employmentabove, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore in no event may an Option be exercised, at any time up even as to ninety (90) days from vested and otherwise exercisable Shares, after the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 4 above.

Termination of Employment. If the Optionee’s employment is terminated with of the Company, Optionee by the Option and Company (or any unexercised portion shall be subject to the provisions belowof its Subsidiaries or Affiliates) terminates: (a) Upon due to involuntary termination without Cause or, subject to Section 5(e) hereof, due to retirement (with the termination employer's approval), the Option may be exercised to the extent exercisable at the date of such termination, during the lesser of (i) two months after such date, or (ii) the balance of the Option's term; (b) due to death or Disability, the provisions of Section 5(b)(6) or 5(b)(7) of the Plan, as applicable, shall apply; (c) due to resignation by the Optionee’s employment with , the CompanyOptionee may exercise the Option, to the extent of the lesser of (A) the number of Common Shares as to which the Option is exercisable on the date the Optionee ceases to be an employee or (B) the number of Common Shares as to which the Option was exercisable ninety days prior to such date, reduced by any Common Shares acquired by exercise of the Option within such ninety day period, at any time within two (2) months after the date on which the Optionee ceases to be an employee (but in no event after expiration of the original term of the Option) and the Option shall not theretofore exercisedbe or become exercisable as to any additional Common Shares after the date that the Optionee ceases to be an employee; (d) due to termination for Cause, the Option and all rights to purchase Common Shares thereunder shall continue immediately terminate; and (e) due to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause a Qualified Retirement (as defined below), disability the following provisions shall apply (subject in all cases to Section 5(e)(iv) hereof): (i) if and to the extent that the Option has vested and is exercisable as of the Qualified Retirement Date (as described defined below), the Option shall not terminate upon the retirement of the Optionee, but may be exercised by the Optionee, in Section 22(ewhole or in part, at any time between the Qualified Retirement Date and the Expiration Date applicable thereto; (ii) if the Option is not vested and exercisable as of the Qualified Retirement Date, the Option (A) shall remain in effect with respect to fifty percent (50%) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled Common Shares covered thereby and, as to exercise an Option as herein providedsuch Common Shares, any unvested Options shall automatically vest and become exercisable on the Vesting Date, and may be exercised by the Optionee, in whole or in part, at any time between the Vesting Date and Expiration Date, 3 and (B) shall terminate, effective as of the Qualified Retirement Date, with respect to the remaining fifty percent (50%) of the Common Shares covered by Option; (iii) if the Optionee dies after the date of his or her retirement and has not exercised the Option, in whole or in part, prior to his or her death, the Optionee's estate shall have the right to exercise the Option within one (1) year of the date of the Optionee's death as to (A) all Common Shares as to which the Option has not been exercised prior to the date of the Optionee's death, if the Option has vested and is exercisable as of the date of termination, and the Optionee or his legal representative, as the case may beOptionee's death, or such Person who acquired such (B) if the Option by bequest or inheritance or by reason of has not vested prior to the death date of the Optionee's death, maythe Common Shares, not later than fifteen if any, as to which the Option would have become exercisable pursuant to Section 5(e)(ii) hereof at any time during the one (151) months from year period beginning on the date of death, exercise the Optionee's death (or such Option, to other period as the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and Committee may specify); (iiiv) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while Committee determines that the Optionee is entitled to exercise such or has engaged in any Disqualifying Activity (as defined below), then (1) if the Option as herein provided, any unvested Options shall automatically vest has vested and become is exercisable as of the date of retirementDisqualification Date (as defined below), the Optionee shall have the right to exercise the Option during the lesser of two months from the Disqualification Date or the balance of the Option's term and (2) if the Option is not vested and exercisable as of the Disqualification Date, the Option shall terminate as of such Option so granteddate. Any determination by the Committee, which may act upon the recommendation of the Chief Executive Officer or other senior officer of the Company, that the Optionee is or has engaged in any Disqualifying Activity, and as to the extent not theretofore exercisedDisqualification Date, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementshall be final and conclusive. (bv) If the Optionee voluntarily terminates his employmentAs used in this Section 5(e), the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning following terms are defined as defined in the Plan.follows:

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon Except as otherwise specified in Schedule A to this Agreement, in the event of the termination of the Optionee’s employment with the Company or any of its Subsidiaries, other than a termination that is either (i) for Cause, (ii) voluntary on the part of the Optionee and without written consent of the Company, or (iii) for reasons of death or Disability or retirement, the Optionee may exercise this Option at any time within three (3) months after such termination to the extent not theretofore exercisedof the number of shares which were Purchasable hereunder at the date of such termination. (b) Except as specified in Schedule A attached hereto, in the Option shall continue to be valid; provided, however, that: (i) if event of a termination of the Optionee’s employment that is terminated by dismissal by the Company other than either (i) for Cause or (as defined below), disability (as described in Section 22(eii) voluntary on the part of the Code) or death while in Optionee and without the employ written consent of the Company and at a time when the Optionee was entitled to exercise an Option as herein providedCompany, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such this Option, to the extent not theretofore previously exercised, in respect of all Shares subject shall terminate immediately and shall not thereafter be or become exercisable. (c) Unless and to the vested Options; and (ii) if extent otherwise provided in Schedule A hereto, in the employment event of the retirement of the Optionee shall terminate by reason of at or after the Optionee’s normal retirement (at such age upon such conditions date as shall be specified prescribed from time to time by the Board of DirectorsCompany or any Subsidiary (age 65 unless so prescribed or unless the Committee determines otherwise), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall continue to have the right to exercise such this Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, for shares which were Purchasable at any time up to one (1) year from the date of termination of the Optionee’s employment by reason retirement, such rights to be subject to the provisions of retirement. (b) If this Agreement. Notwithstanding the Optionee voluntarily terminates his employmentforegoing, the Optionee shall have Option will become void and unexercisable on the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from date which is three months after the date of termination of the Optionee’s employmentretirement unless, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. a Non-Incentive Stock Option, on (cor effective as of) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if date of retirement the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by enters into a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment noncompete agreement with the Company, or if no in form and substance reasonably satisfactory to the Company, and continuously complies with such noncompete agreement exists or is then in effect, then for the meaning as defined in period of time during which the Option may be exercised. (Incentive Stock Options will remain subject to the requirement of Section 6.10 of the Plan, and they must be exercised, if at all, not later than three months following termination of such Optionee’s employment, unless termination is due to Optionee’s death or Disability, in which case an Incentive Stock Option may be exercised within one year following such termination; provided that if an exercise of an Incentive Stock Option is permitted pursuant to Schedule A, and an Optionee does so attempt to exercise an Incentive Stock Option, outside of those time parameters, but the Incentive Stock Option thereupon will become a Non-Incentive Stock Option subject to all the terms of this Agreement and the Plan governing Non-Incentive Stock Options.) This Option does not confer upon the Optionee any right with respect to continuance of employment by the Company or by any of its Subsidiaries. This Option shall not be affected by any change of employment so long as the Optionee continues to be an employee of the Company or one of its Subsidiaries.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyIf, prior to the extent not theretofore exercisedTermination Date, the Option Optionee shall continue cease to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal employed by the Company other than for by reason of termination by the Company without Cause (as defined belowin the Plan), disability Disability (as described in Section 22(e) of the Code) or death while defined in the employ Plan), retirement pursuant to the retirement policies of the Company and at or voluntary termination with the written consent of the Company (each a time when “Normal Termination”), then (i) all vesting with respect to the Optionee was entitled to exercise an Option as herein providedOptions shall cease, any (ii) all unvested Options shall automatically vest and become exercisable expire as of the date of terminationsuch Normal Termination, and (iii) the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the Options that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, such Normal Termination shall remain exercisable until the Optionee shall have earlier of the right to exercise such Option so granted, to Termination Date or the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from date that is 90 days after the date of termination of the Optionee’s employment by reason of retirementsuch Normal Termination. (b) If the Optionee voluntarily terminates his employmentshall cease to be employed by the Company prior to the Termination Date by reason of death or shall die during the 90-day period in Section 3(a) above, then (i) all vesting with respect to the Optionee Options shall have the right to exercise such cease, (ii) all unvested Options that have vested, (to the extent not theretofore exercised, at any time up to ninety (90already expired) days from shall expire as of the date of termination death, and (iii) all Options that were vested as of the Optionee’s employment, date of death shall remain exercisable by the executor or if administrator of the estate of the Optionee or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution (as applicable) until the earlier of the Termination Date or the date that is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof12 months after the date of death. (c) If any Options granted hereunder the Optionee shall cease to be exercised employed by the Optionee’s legal representative if Company for any reason other than as set forth in Sections 3(a) and (b) above, the Optionee should die Options (whether vested or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason unvested) shall expire immediately upon such cessation of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsemployment. (d) For all purposes After the expiration of this Agreementany exercise period described in either of paragraphs 3(a), 3(b) or 3(c) hereof, the term “Cause” Options shall have the meaning set forth in terminate together with all of the Optionee’s employment agreement with rights hereunder, to the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planextent not previously exercised.

Termination of Employment. If Any Options held by the Optionee’s Employee upon termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowremain exercisable as follows: (aI) Upon If the Employee’s termination of employment is due to death, all unvested Options shall become immediately exercisable in full and shall be exercisable by the OptioneeEmployee’s designated beneficiary, or, if none, the person(s) to whom such Employee’s rights under the Option are transferred by will or the laws of descent and distribution for the Applicable Option Exercise Period (as defined on Schedule A) following the date of death (but in no event beyond the term of the Option), and shall thereafter terminate; (II) If the Employee’s termination of employment with is due to disability (as defined in Section 22(e)(3) of the CompanyCode, or Section 422(c)(6) of the Code if this Option is intended to be an incentive stock option), all unvested Options shall become immediately exercisable in full and shall be exercisable for the Applicable Option Exercise Period following such termination of employment (but in no event beyond the term of the Option), and shall thereafter terminate; (III) If the Employee’s termination of employment is due to retirement on or after the attainment of age 65, all unvested Options shall become immediately exercisable in full and shall be exercisable for the Applicable Option Exercise Period following such retirement (but in no event beyond the term of the Option), and shall thereafter terminate; (IV) If the Employee’s termination of employment is for Cause, all Options, to the extent not theretofore exercisedvested, shall terminate on the Option shall continue date of termination and, all other Options, to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become extent exercisable as of the date of termination, and shall be exercisable for the Optionee or his legal representativeApplicable Option Exercise Period, as if any, following such termination of employment (but in no event beyond the case may be, or such Person who acquired such Option by bequest or inheritance or by reason term of the death Option), and shall thereafter terminate; and (V) If the Employee’s termination of the Optioneeemployment is for any reason other than as set forth in clause (I), may(II), not later than fifteen (15III) months from or (IV) of this Section 7, all unvested Options shall terminate on the date of deathtermination, exercise such Optionand all other Options, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementtermination, shall be exercisable for the Optionee shall have the right to exercise Applicable Option Exercise Period following such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of employment (but in no event beyond the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination term of the OptioneeOption), and shall thereafter terminate. An Employee’s employment, or if status as an employee shall not be considered terminated in the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect case of a leave of absence agreed to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised in writing by the Optionee’s legal representative if the Optionee should die Company (including, but not limited to, military and sick leave); provided that such leave is for a period of not more than one year or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice re-employment upon expiration of such exercise shall be accompanied leave is guaranteed by a certified copy of letters testamentary contract or equivalent proof of the right of such legal representative or other person to exercise such Optionsstatute. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee’s Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee’s Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the final sentence of this Section 6: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause as a result of Optionee's death, Disability or Retirement (as defined below), disability (as described in Section 22(e) Optionee shall have three months from the date of the Code) or death while in the employ such Termination of the Company and at a time when the Optionee was entitled Employment to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided, however, that (A) if during any part of such three month period, the Option is not exercisable because the issuance of the Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of three months after the date of Termination of Employment (but in no event may the Option be exercised more than one year after the date of Termination of Employment), and (B) if during any part of such three month period, the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason Shares issued upon exercise of the death Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Xxxxxxx Xxxxxxx Policy, the Option shall not expire until Optionee shall have had an aggregate of three months after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such restrictions arising under xxxxxxx xxxxxxx laws or Company policy (but in no event may the Option be exercised more than one year after the date of Termination of Employment); (ii) In the event of Termination of Employment as a result of Optionee’s Disability, may, not later than fifteen (15) Optionee shall have 12 months from the date of death, such Termination of Employment to exercise such Option, the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment; (iii) In the event of Termination of Employment as a result of Optionee’s death or in the event of Optionee’s death within 30 days following Optionee’s Termination of Employment, the Optionee shall have Optionee’s estate, any person who acquired the right to exercise such the Option so grantedby bequest or inheritance, or any person designated to exercise the Option upon Optionee’s death shall have 12 months following Optionee’s death to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Optionsand exercisable as of the date of Optionee’s death; and (iv) In the event of Termination of Employment as a result of Optionee’s Retirement (as defined below), at any time up to one (1) year Optionee shall have 12 months from the date of termination such Termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right Employment to exercise such Options that have vested, the Option as to the extent not theretofore exercised, at any time up Shares subject to ninety (90) days from the Option that were vested and exercisable as of the date of Termination of Employment; provided, however, that if Optionee exercises the Option more than three months after the termination of his or her employment relationship (within the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (cmeaning of Section 424(f) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this AgreementCode), the term Option may not qualify as an “Causeincentive stock option” shall have under Section 422 of the meaning Code. Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 4 above.

Termination of Employment. 6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan). For purposes hereof, “permanent disability” means incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for benefits under the applicable long-term disability plan or policy of the Company or the applicable subsidiary of the Company which is in effect at the time Optionee became incapacitated. 6.2 If the Optionee’s employment with the Company and its subsidiaries shall be terminated by reason of death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. 6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercisedfor Cause, the Option shall continue to be valid; providedterminate as of the Termination Date, howeverwhether or not exercisable. For purposes hereof, that: “Cause” means the Optionee’s (i) if intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the Optionee’s employment is terminated by dismissal by performance of duties, (iii) engaging in a transaction in connection with the performance of duties to the Company other than for Cause (as defined below), disability (as described in Section 22(e) of or its subsidiaries which transaction is adverse to the Code) or death while in the employ interests of the Company or its subsidiaries and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee is engaged in for personal profit or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15iv) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death willful violation of any such personlaw, written notice of such exercise shall be accompanied by a certified copy of letters testamentary rule or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth regulation in the Optionee’s employment agreement connection with the Company, performance of duties (other than traffic violations or if no such agreement exists or is then in effect, then the meaning as defined in the Plansimilar offenses).

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the final sentence of this Section 6: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause (as defined below)a result of Optionee's death or disability, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled shall have 90 days to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such 90 day period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) months from 90 days after the date of deathTermination of Employment; provided further that if during any part of such 90 day period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company's Insider Trading Policy, the Option shall not expire until Optionee sxxxx xxxx xxx xn aggregate of 90 days after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under insider trading laws or Company policy; and provided further that nxxxxxxxxxxxxxx the foregoing, in no event may this Option be exercised more than one year after the date of Termination of Employment; (ii) In the event of Termination of Employment as a result of Optionee's death or disability (including a Total and Permanent Disability), Optionee shall have one year to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment; and (iii) In the event of Termination of Employment for Cause, the Option shall immediately terminate in its entirety upon first notification to Optionee of Optionee's Termination of Employment. If Optionee's employment with the Company is suspended pending an investigation of whether Optionee shall be terminated for Cause, all of Optionee's rights under the Option likewise shall be suspended during the investigation period and Optionee shall have the no right to exercise such the Option. Notwithstanding the above, in no event may an Option so granted, to the extent not theretofore be exercised, in respect of all Shares subject even as to vested and otherwise exercisable Shares, after the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 4 above.

Termination of Employment. If The Option may be exercised only while Employee remains an employee of the OptioneeCompany and will terminate and cease to be exercisable upon Employee’s termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowexcept that: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option if Employee shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death die while in the employ of the Company and at a time when Company, the Optionee was entitled Option awarded hereunder shall immediately vest with respect to exercise an Option as herein provided, any unvested Options shall automatically vest all of the remaining Shares and become fully exercisable as of without further action by the date of terminationCommittee, and the Optionee or his Employee’s legal representative, as or the case may beperson, or such Person if any, who acquired such the Option by bequest or inheritance or by reason of the death of Employee, may exercise the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore previously exercised, in respect of any or all such Shares subject at any time up to and including the vested Options; and date three (ii3) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of years after the date of retirementdeath, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (b) if Employee is determined to be disabled (as defined in the Company’s long term disability program or plan in which Employee is a participant or, if Employee does not participate in any such plan, as defined in the Dynegy Inc. Long Term Disability Plan, as amended, or the successor plan thereto), the Optionee Option awarded hereunder shall have immediately vest with respect to all of the right to remaining Shares and become fully exercisable without further action by the Committee, and Employee may exercise such Option so grantedthe Option, to the extent not theretofore previously exercised, in respect of any or all such Shares subject to the vested Options, at any time up to one and including the date three (13) year from years after the date of termination such determination, or the end of the Optioneeoption term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (c) if Employee’s employment with the Company terminates by reason of retirement. retirement by Employee following (bi) If the Optionee voluntarily terminates his employmentdate on which such Employee has reached sixty (60) years of age and (ii) at least ten (10) years of service as an employee of the Company or its subsidiaries, the Optionee Option awarded hereunder shall have continue to become exercisable in accordance with Section 2(a) of this Agreement, and Employee may exercise the right to exercise such Options that have vestedOption, to the extent not theretofore previously exercised, at any time up to and including the date five (5) years after the date of termination of Employee’s employment by reason of such retirement, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (d) if Employee’s employment with the Company terminates by reason of dismissal by the Company for Cause, then the Option, to the extent not previously exercised, will immediately, automatically and without notice or further action by the Committee, terminate and become null and void; and (e) if Employee’s employment with the Company terminates by reason of resignation by the Employee (except as otherwise provided in Section 3(f) or (g) below) and at a time when Employee was entitled to exercise the Option, Employee may exercise the Option, to the extent not previously exercised, with respect to any or all such number of Shares as to which the Option was exercisable as of the date of Employee’s termination of employment, at any time up to and including the date ninety (90) days after the date of termination by reason of such resignation, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (f) if Employee’s employment with the Company terminates by reason of Involuntary Termination, as such term is defined below, the Option awarded hereunder shall immediately vest with respect to all remaining Shares and become fully exercisable without further action of the Committee, and Employee may exercise the Option, to the extent not previously exercised, at any time up to and including the date three (3) years after the date of such termination of employment, or the end of the option term, whichever is less, after which date the Option will automatically and without notice terminate and become null and void; and (g) if Employee’s employment with the Company is terminated as a result of a Change in Control Termination, as such term is defined below, occurring (i) in connection with, but in no event earlier than sixty (60) days prior to, a Change in Control or (ii) on or within one year after the effective date upon which a Change in Control occurs, the Option shall become fully vested and immediately exercisable in full on the effective date of the Change of Control, and such Option shall remain exercisable from such date for the lesser of: (A) five (5) years from the date of such Change in Control; (B) the remaining period of time for exercise of the Option hereunder (irrespective of any mandatory exercise period specified herein that would otherwise be triggered by the termination of employment of such Employee); or (C) such period of time (which period of time may end as early as the Optionee’s employmentconsummation of a “Corporate Change,” as such term is defined in the Plan) as the Committee may determine in connection with or in contemplation of a Corporate Change in the exercise of its discretion under the Plan, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofwhich the Committee has the discretion to, among other things, require the surrender of stock options (which surrender may be in exchange for a cash payment, if applicable) and to cancel such stock options upon the consummation of a Corporate Change as further described in the Plan. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (dh) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.:

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If prior to the termination Expiration Date, the Participant's employment shall be terminated by the Company by reason of a disability, the Options shall remain exercisable until the earlier of the Optionee’s employment with Expiration Date or six (6) months after such date of termination (the Company, "Date of Termination") to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company Options were vested and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date Date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementTermination. (b) If the Optionee voluntarily terminates his employmentParticipant shall cease to be employed by the Company prior to the Expiration Date by reason of death, or the Participant shall die while entitled to exercise any of the Options pursuant to paragraph 3(a) or paragraph 3(c), the Optionee executor or administrator of the estate of the Participant or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right right, until the earlier of the Expiration Date or twelve (12) months after the date of death, to exercise such the Options to the extent that have vestedthe Participant was entitled to exercise them on the date of death. (c) If, prior to the Expiration Date, the Participant's employment with the Company is terminated for "Cause" (as defined in the Employment Agreement), (i) unless otherwise provided by the Board, the Options, to the extent not theretofore exercisedexercised as of the Date of Termination, shall lapse and be canceled, and (ii) all shares of Stock received pursuant to an exercise of the Options after such termination, in contravention of subsection (i) above, may be purchased by the Company at any time up its discretion for the exercise price of such shares paid by the Participant. (d) If, prior to the Expiration Date, the Company terminates the Participant's employment without Cause (other than on account of a disability), the Options, to the extent then vested and exercisable as of the Date of Termination, shall remain exercisable until the earlier of the Expiration Date or 90 days after the Date of Termination. (e) If the Participant voluntarily terminates his employment with the Company (i) prior to the first anniversary of the Effective Date, all Options to the extent not exercised as of the Date of Termination shall lapse and be canceled, or (ii) on or after the first anniversary of the Effective Date, the Options shall remain exercisable until the earlier of the Expiration Date or ninety (90) days from after the date Date of termination Termination to the extent the Options were vested and exercisable as of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofDate of Termination. (cf) If After the expiration of any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabledexercise period described in any of Sections 3(a) - (e) hereof, or by any person who acquired any otherwise upon the Expiration Date, the Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof terminate together with all of the right of such legal representative or other person Participant's rights hereunder, to exercise such Optionsthe extent not previously exercised. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon In the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: event that (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee Participant with the Company and all Subsidiaries thereof shall terminate by for any reason of other than Cause, Disability or death or (ii) the Optionee’s retirement (at such age upon such conditions as shall be specified Participant is no longer employed by the Board Company or one of Directors)its Subsidiaries in a position equal to, and while or more senior than, ________________, (A) the Optionee is entitled to exercise Option Shares that are not exercisable at the time of such Option as herein provided, any unvested Options termination or change in employment status shall automatically vest and become exercisable as expire at the close of business on the date of retirementsuch termination or change in employment status, (B) the Optionee Option Shares that are exercisable at the time of such termination (including, without limitation, those that become exercisable in accordance with Section 12 of the Plan) shall have remain exercisable until the right to exercise date that is thirty (30) days after such termination, on which date they shall expire and (C) the Option so grantedShares that are exercisable at the time of a change in employment status (including, to without limitation, those that become exercisable in accordance with Section 12 of the extent not theretofore exercisedPlan) shall remain exercisable until the date that is thirty (30) days after the employment of the Participant with the Company and all Subsidiaries thereof shall terminate for any reason other than Cause, Disability or death, on which date they shall expire. The thirty (30) day period described in respect of all Shares subject to the vested Options, at any time up this Section 6(a) shall be extended to one (1) year from after the date of such termination or change in employment status in the event of the OptioneeParticipant’s employment by reason death during such thirty (30) day period. Notwithstanding the foregoing, the Option shall not be exercisable after the expiration of retirementits term. (b) If In the Optionee voluntarily terminates his employmentevent that the employment of the Participant with the Company and all Subsidiaries thereof shall terminate on account of the Disability or death of the Participant, (i) Option Shares that are exercisable at the Optionee time of such termination shall have remain exercisable until the right to exercise date that is one (1) year after such Options termination, on which date they shall expire and (ii) Option Shares that have vested, to are not exercisable at the extent not theretofore exercised, time of such termination shall expire at any time up to ninety (90) days from the close of business on the date of termination such termination. Notwithstanding the foregoing, the Option shall not be exercisable after the expiration of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofits term. (c) If any In the event of the termination of the Participant’s employment for Cause, all outstanding Options granted hereunder to the Participant shall be exercised by expire at the Optionee’s legal representative if commencement of business on the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice date of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionstermination. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the CompanySubject to Section 3(e), the Option and any unexercised portion except as provided in Sections 4(a), (b) or (c) hereof, if Optionee shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue cease to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal employed by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ a parent or subsidiary of the Company and at a time when the Optionee was entitled to exercise an for any reason other than Optionee’s disability or death, this Option as herein providedshall expire three (3) months thereafter or, any unvested Options shall automatically vest and become exercisable as of if earlier, on the date of terminationexpiration otherwise provided in this Option. Prior to, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, but not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein providedafter, any unvested Options shall automatically vest and become exercisable as of the date of retirementsuch expiration, the Optionee shall have the right to exercise this Option as to those shares which were exercisable pursuant to the vesting schedule in Section 2 hereof as of the date on which Optionee ceased to be employed by the Company or a parent or subsidiary of the Company. (a) If the Optionee is employed by the Company or a parent or subsidiary at the time of his/her termination due to a disability and has been in continuous employment since the date of grant of the Option, then the Option may be exercised by the Optionee until the earlier of twelve (12) months following the date of such Option so granteddisability, or the expiration date of the Option, but only to the extent not theretofore exercisedthe Optionee was entitled to exercise such Option at the time of his/her termination. For the purpose of this section 4(b), the “disability” shall mean a permanent and total disability as defined in respect of all Shares subject to the vested Options, at any time up to one (1Section 22(e)(3) year from the date of termination of the Optionee’s employment Code. The determination of whether an Optionee has a disability within the meaning of Section 22(e)(3) shall be made by reason of retirementthe Board in its sole discretion. (b) If the Optionee voluntarily terminates his employmentis at the time of his/her death employed by the Company or a subsidiary and has been in continuous service (as determined by the Committee in its sole discretion) since the Date of Grant of the Option, then the Optionee shall have Option may be exercised by the Optionee’s estate or by a person who acquired the right to exercise such Options that have vestedthe Option by will or the laws of descent and distribution, to the extent not theretofore exercised, at any time up to ninety for one (901) days from year following the date of termination of the Optionee’s employmentdeath or until the expiration date of the Option, or if whichever date is earlier, but only to the extent the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect was vested in and entitled to any unexercised portion thereofexercise the Option at the time of death. (c) If any Options granted hereunder shall the Optionee dies within three (3) months after termination of Optionee’s employment with the Company or a subsidiary, the Option may be exercised for nine (9) months following the date of Optionee’s death or the expiration date of the Option, whichever date is earlier, by the Optionee’s legal representative if estate or by a person who acquires the right to exercise the Option by will or the laws of descent or distribution, but only to the extent the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person was vested in and entitled to exercise such Optionsthe Option at the time of termination. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If Upon termination of employment of the Optionee’s employment is terminated Optionee with the CompanyCompany and all subsidiary corporations and parent corporations, the Option and any unexercised portion shall be subject ISO previously granted to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyOptionee shall, to the extent not theretofore exercised, the Option shall continue to be valid; providedterminate and become null and void, however, except that: : (ia) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)Optionee shall die, disability or become totally and permanently disabled (as described in Section 22(e105(d)(4) of the Internal Revenue Code of 1986, as amended from time to time-the "Code) or death "), while in the employ of the Company and or any such corporation at a time when the Optionee was entitled to exercise an Option the ISO as herein provided, any unvested Options shall automatically vest in case of death the legal representative of the Optionee, or such person who acquired the ISO by bequest or inheritance or by reason of death of the Optionee, or in the case of total and become exercisable as of permanent disability the Optionee, may, not later than one (1) year from the date of terminationdeath or total and permanent disability, exercise the ISO in respect of any or all of the total number of shares of Common Stock as shall have been subject to the ISO and as shall not have been previously purchased by the Optionee; and (b) if the employment of the Optionee to whom such ISO shall have been granted shall terminate by reason of the Optionee's retirement (at such age or upon such conditions as shall be specified by the Committee or by the Board of Directors) or dismissal by the Company other than for cause (as defined below), and while the Optionee or is entitled to exercise the ISO as herein provided, the Optionee shall have the right to exercise the ISO granted hereunder, to the extent of the number of shares of Common Stock subject to the ISO which were purchasable by him at the date of termination of his legal representativeemployment, as at any time up to and including three (3) months after the case may bedate of such termination of employment. If the Optionee voluntarily terminates his employment, or such Person is discharged for cause, the ISO granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. If the ISO granted hereunder shall be exercised by the legal representative of a deceased optionee or former Optionee, or by a person who acquired such Option the ISO granted hereunder by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsthe ISO. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If In the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optioneeevent Employee’s employment with the CompanyCompany terminates for any reason, Employee will be entitled to any (a) unpaid Base Salary accrued up to the extent not theretofore exercisedeffective date of termination; (b) unpaid, but earned and accrued annual incentive for any completed fiscal year as of his termination of employment; (c) pay for accrued but unused vacation; (d) benefits or compensation as provided under the Option shall continue terms of any employee benefit and compensation agreements or plans applicable to Employee; (e) unreimbursed business expenses required to be validreimbursed to Employee; providedand (f) rights to indemnification Employee may have under the Company’s Certificate of Incorporation, howeverBylaws, that: (i) if this Agreement, and/or separate indemnification agreement, as applicable. In the Optioneeevent Employee’s employment is terminated by dismissal by with the Company terminates for any reason (other than for Cause (as defined belowCause), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was Employee will be entitled to exercise an Option any outstanding vested stock options for a period of three months following the later of such termination of employment or the date upon which Employee ceases to provide any other services to the Company or any of its affiliates, whether as herein provideda director, independent contractor or otherwise, but in no event later than the applicable scheduled expiration date of such award (in the absence of any unvested Options termination of employment) as set forth in the award agreement. For purposes of clarity, the term “expiration date” shall automatically vest and become exercisable as be the scheduled expiration of the date of termination, option agreement and not the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as period that Employee shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein providedoption. In addition, any unvested Options shall automatically vest and become exercisable as of if the date of retirementtermination is by the Company without Cause, the Optionee shall have the right due to exercise such Option so grantedEmployee’s Disability or Employee resigns for Good Reason, Employee will be entitled to the extent not theretofore exercised, amounts and benefits specified in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementSection 7. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. a. If the Optionee’s employment is terminated with the CompanyEmployee incurs a Termination of Employment due to Disability, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyStock Options/SARs, to the extent not theretofore exercisedoutstanding at the time of such Termination of Employment, shall become immediately vested and fully exercisable and may be exercised by the Option shall continue Employee at any time prior to be valid; provided, however, that: the first to occur of (i) if one year after such Termination of Employment or (ii) the Optionee’s employment is terminated by dismissal expiration date of the Stock Options/SARs, and shall thereafter expire. b. If the Employee incurs a Termination of Employment due to death, the Stock Options/SARs, to the extent outstanding at the time of such Termination of Employment, shall become immediately vested and fully exercisable and may be exercised by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of Employee's estate or by a person who acquired the Code) or death while in the employ of the Company and at a time when the Optionee was entitled right to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option Stock Options/SARs by bequest or inheritance or otherwise by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, Employee at any time prior to the extent not theretofore exercised, in respect first to occur of all Shares subject to the vested Options; and (i) one year after such Termination of Employment or (ii) if the employment expiration date of the Optionee Stock Options/SARs, and shall terminate by reason thereafter expire. c. If the Employee incurs a Termination of Employment due to retirement at or after age 65, the portion of the Optionee’s Stock Options/SARs, if any, which is exercisable at the time of such Termination of Employment may be exercised at any time prior to the first to occur of (i) three years after such Termination of Employment or (ii) the expiration date of the Stock Options/SARs, and shall thereafter expire. Any portion of the Stock Options/SARs that is not exercisable at the time of such Termination of Employment due to retirement at or after age 65 shall expire as of such Termination of Employment. d. If the Employee incurs a voluntary Termination of Employment by the Employee (other than retirement at or after age 65), the portion of the Stock Options/SARs, if any, which is exercisable at the time of such age upon Termination of Employment may be exercised at any time prior to the first to occur of (i) 30 days after such conditions Termination of Employment or (ii) the expiration date of the Stock Options/SARs, and shall thereafter expire. Any portion of the Stock Option/SAR that is not exercisable at the time of such Termination of Employment shall expire as of such Termination of Employment. e. If the Employee incurs a Termination of Employment by ALC without Cause, the portion of the Stock Options/SARs, if any, which is exercisable at the time of such Termination of Employment may be exercised at any time prior to the first to occur of (i) 90 days after such Termination of Employment or (ii) the expiration date of the Stock Option/SAR, and shall thereafter expire. Any portion of the Stock Options/SARs that is not exercisable at the time of such Termination of Employment shall expire as of such Termination of Employment. For purposes of this Award Agreement, Cause means, unless otherwise provided by the Committee, (1) "Cause" as defined in any Employment Agreement, or (2) if there is no such Employment Agreement or if it does not define Cause: (A) conviction of Employee for committing a felony under federal law or the law of the state in which such action occurred, (B) dishonesty in the course of fulfilling Employee's employment duties, (C) willful and deliberate failure on the part of Employee to perform his or her employment duties in any material respect, or (D) prior to a Change in Control, such other events as shall be specified determined by the Board of Directors)Committee. The Committee shall, unless otherwise provided in any employment or similar agreement between Employee and ALC, have the sole discretion to determine whether "Cause" exists, and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder its determination shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsfinal. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If As provided in Section 7.1 of the Optionee’s employment is terminated with the CompanyPlan, the general terms and conditions of exercise of the Option and any unexercised portion shall be subject to the provisions belowfollowing: (a) Upon If, prior to the date that the Option first becomes Vested, the Optionee terminates employment for any reason (other than after a Change in Control), the Optionee’s right to exercise the Option shall terminate and all rights thereunder shall cease. (b) If, on or after the date that the Option first becomes Vested, the Optionee terminates employment for any reason, other than death or Disability, the Optionee shall have the right, within the earlier of (i) the expiration of the Option, and (ii) three (3) months after termination of his employment, to exercise the Option to the extent that it was exercisable and unexercised on the date of the Optionee’s termination of employment, subject to any other limitation on the exercise of the Option in effect on the date of exercise. (c) If, on or after the date that the Option first becomes Vested, the Optionee terminates employment due to death while an Option is still exercisable, the person or persons to whom the Option shall have been transferred by will or by the laws of descent and distribution, shall have the right within the earlier of (i) the expiration of the Option, and (ii) three (3) months after the death of the Optionee, to exercise the Option to the extent that it was exercisable and unexercised on the Optionee’s date of death, subject to any other limitation on exercise in effect on the date of exercise. (d) If, on or after the date that the Option first becomes Vested, the Optionee terminates employment due to Disability, the Optionee shall have the right, within the earlier of (i) the expiration of the Option, and (ii) three (3) months after the effective date of the termination of employment, to exercise the Option to the extent that it was exercisable and unexercised on the date of the Optionee’s termination of employment, subject to any other limitation on the exercise of the Option in effect on the date of exercise. If the Optionee dies after termination of his employment while the Option is still exercisable, the Option shall be exercisable in accordance with the terms of Section 4(c) above. (e) The Committee, at the time of the termination of the Optionee’s employment with the Companyterm of employment, to the extent not theretofore exercisedmay, the Option shall continue to be valid; providedin its sole discretion, however, that: (i) if accelerate the Optionee’s employment is terminated by dismissal by right to exercise the Company other than for Cause (as defined below), disability (as described in Section 22(e) Option or extend the exercise period of the CodeOption. (f) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; Option that are not exercised in accordance with the provisions of Section 4(a) through (e) above shall expire and (ii) if the employment of be forfeited by the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of their expiration date and shall become available for new grants and awards under the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice Plan as of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsdate. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, Except to the extent not theretofore exercisedotherwise provided in accordance with this Section 4, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) portions of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become this option that are exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months 's termination of employment with the Company and its affiliates may continue to be exercised for a period of ninety days from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from including the date of termination of employment, but no additional portions of this option shall become exercisable following the Optionee’s date of such termination of employment by reason and such unexercisable portions shall be canceled on the date of retirementsuch termination of employment. (b) If the Optionee voluntarily terminates his employmentresigns employment otherwise than for "good reason", "cause" or any like term as defined under any employment agreement between the Company and the Optionee shall have (which terms specify the Optionee's right to exercise terminate the term of such Options that have vestedemployment agreement), or the Company terminates the Optionee's employment for "good reason" as defined in the Revlon Executive Severance Policy as in effect from time to the extent not theretofore exercisedtime (or for "cause" or any like term in any applicable employment agreement), at any time up then this option shall cease to ninety (90) days from be exercisable and shall automatically be canceled on the date of such termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder the Optionee voluntarily retires with Company consent or the Optionee's employment is terminated due to permanent disability (in each case as determined by the Committee), the portions of this option that are exercisable as of the date of the Optionee's voluntary retirement or termination of employment with the Company may continue to be exercised for a period of one year from and including such date of voluntary retirement or termination of employment, but no additional portions of this option shall become exercisable following such date of such voluntary retirement or termination of employment and such unexercisable portions shall be exercised canceled on the date of such voluntary retirement or termination of employment. Notwithstanding the foregoing, the Committee may in its sole discretion provide for a longer or shorter period for exercise of this option or may permit the Optionee to continue vesting under this option if the Optionee's employment terminates solely because the Optionee's employer ceases to be an Affiliate of the Company or because the Optionee transfers employment with the Company's consent to a purchaser of a business disposed of by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such OptionsCompany. (d) For all purposes If the Optionee's employment terminates by reason of death, or if the Optionee's employment terminates under circumstances providing for continued exercisability under subsection (a) or (c) and the Optionee dies within the period described in subsection (a) or (c), the portions of this Agreementoption that are exercisable as of the date of the Optionee's death may continue to be exercised by the person to whom this option has passed, under the term “Cause” Optionee's will (or if applicable, pursuant to the laws of descent and distribution), for a period of one year from and including the date of death, but no additional portions of this option shall have become exercisable either following the meaning set forth date of such death as respects an Optionee whose employment or services terminates by reason of death, or the date provided in subsection (a) or (c) as respects an Optionee whose death occurs during the period of continued exercisability provided in subsection (a) or (c), and such unexercisable portions shall be canceled either on the date of such death as respects an Optionee whose employment or services terminates by reason of death, or the date provided in subsection (a) or (c) as respects an Optionee whose death occurs during the period of continued exercisability provided in subsection (a) or (c). (e) Nothing in the Plan or this Agreement shall confer upon the Optionee or any other person the right to continue in the employment of the Company or any of its Affiliates or affect any right which the Company or any of its Affiliates may have to terminate the employment of the Optionee or any other person. (f) If the Optionee ceases employment with the Company and accepts employment with a competitor in violation of the Company's Employee Agreement as to Confidentiality and Non-Competition, as in effect from time to time, or any other non-competition agreement or covenant executed by the Optionee’s employment agreement with , then profits realized from exercise of any portion of the option during the 12-month period prior to the date of termination shall be repaid by the Optionee to the Company, or if no in cash, within ten (10) days of such agreement exists or acceptance of employment and the Company is then in effect, then hereby authorized to deduct such amount from any other amounts otherwise due the meaning as defined in the PlanOptionee.

Termination of Employment. If Any Option held by the Optionee’s Optionee upon ------------------------- termination of employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions belowremain exercisable as follows: (a) Upon If the Optionee's termination of employment is due to death, disability, or retirement on or after the attainment of age 65 (or such younger age as the Committee may determine in its sole discretion) all unvested Options shall automatically become vested and exercisable in full on the date of such termination of employment and shall be exercisable by the Optionee’s , by the Optionee's designated beneficiary, or, if none, the person(s) to whom such Optionee's rights under the Option are transferred by will or the laws of descent and distribution for 2 years following such termination of employment with (but in no event beyond the Companyterm of the Option), and shall thereafter terminate. If exercised following termination of employment this option shall cease to be an Incentive Stock Option within the extent not theretofore exercisedmeaning of Section 422 of the Code except, in the case of retirement, if such exercise takes place within three (3) months following retirement, or in the case of disability, if such exercise takes place within one year following termination of employment. (b) If the Optionee's termination of employment is a Termination for Cause, the Option shall continue to be validterminate immediately upon such termination of employment, regardless of whether the Option was then exercisable; provided, however, that: and (ic) if If the Optionee’s 's termination of employment is terminated by dismissal by the Company for any other than for Cause (as defined below)reason, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any all unvested Options shall automatically vest terminate on the date of termination and become all Options (to the extent exercisable as of the date of termination, and ) shall be exercisable for a period of 30 days following such termination of employment (but in no event beyond the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason term of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while shall thereafter terminate. An Optionee's status as an employee shall not be considered terminated in the Optionee is entitled case of a leave of absence agreed to exercise such Option as herein in writing by the Company (including, but not limited to, military and sick leave); provided, any unvested Options shall automatically vest and become exercisable as that, if exercised more than 30 days after -------- ---- commencement of a bona fide leave (or for the period of the date of retirementleave if re-employment upon expiration is guaranteed by contract or statute), the Optionee Option shall have cease to be an incentive stock option within the right to exercise such Option so granted, to the extent not theretofore exercised, in respect meaning of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination Section 422 of the Optionee’s employment by reason of retirementCode. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. (a) Except as provided in paragraph 2(b) below, all rights of the Optionee pursuant to the ISOs granted hereunder shall expire 90 days after the date of his or her termination as a director or employee for any reason, unless otherwise determined by the Committee, but in no event after the expiration date of the option; provided the Optionee does not engage in Competition (as defined in the Plan) during such 90-day period unless he or she receives written consent to do so from the board of directors of the Company or the Committee. (b) Notwithstanding paragraph 2(a) above, the following special vesting rules shall apply if the Optionee's employment with the Company terminates prior to the date that the ISO expires pursuant to paragraph 3 herein: (i) If the Optionee’s 's employment is terminated due to death or full disability, all outstanding ISOs of the Optionee shall vest and become fully exercisable with respect to all of the shares of Stock relating thereto (subject to the terms of the Plan) and shall expire upon the first anniversary of the date of such termination, but in no event after the expiration date of the ISO. Notwithstanding the foregoing, if the disability giving rise to the termination of employment is not within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), ISOs not exercised by such Optionee within 90 days after the date of termination of employment will cease to qualify as ISOs and will be treated as Nonqualified Stock Options ("NQOs") under the Plan if required to be so treated under the Code. (ii) If the Optionee retires from employment with the Company, the Option and any unexercised portion Optionee's ISOs shall be vested and fully exercisable with respect to that portion of the Optionee's ISOs that were exercisable on the date of the Optionee's retirement (subject to the provisions below:terms of the Plan) for a period of up to five years after the date of such retirement but in no event after the expiration of the ISO; provided the Optionee does not engage in Competition (as defined in the Plan) during such five year period unless he or she receives written consent to do so from the board of directors of the Company or the Committee. Notwithstanding the foregoing, ISOs not exercised by such Optionee within 90 days after retirement will cease to qualify as ISOs and will be treated as NQOs under the Plan if required to be so treated under the Code. Any portion of the Optionee's ISOs that were not exercisable on the date of the Optionee's retirement shall expire and be forfeited. (aiii) Upon the termination of the Optionee’s 's employment with the Company, due to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan, all of his or her ISOs shall be forfeited immediately upon such termination.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon If prior to the termination Termination Date, the Optionee shall cease to be employed by the Company by reason of a disability, as defined in Section 22(e)(3) of the Optionee’s Internal Revenue Code of 1986, as amended (the "Code"), or by reason of retirement on or after age 65 and such cessation of employment with occurs during a time when the CompanyStock is listed or quoted on a national securities exchange or in the over-the-counter market ("Publicly Traded"), the Options shall remain exercisable until the earlier of the Termination Date or one year after the date of cessation of employment to the extent the Options were exercisable at the time of cessation of employment. In the event of such cessation of employment during a time when the Stock is not theretofore exercisedPublicly Traded, the Option Options that were exercisable at the time of such cessation of employment shall continue to be valid; provided, however, that: remain exercisable until the earlier of (i) if the Optionee’s Termination Date, (ii) the date that is the three year anniversary of such cessation of employment or (iii) the date that is terminated by dismissal by 90 days after the Company other than for Cause date that the Stock becomes Publicly Traded. For purposes of calculating the 90 day period in (as defined belowiii) above, any days during which the Optionee is prohibited from selling Stock into the public market on account (A) any applicable underwriter's lock-up period or (B) any blackout period imposed under the Company's policy governing xxxxxxx xxxxxxx, shall (without duplication) not be counted (the appropriate date under (i), disability (as described in Section 22(e) of the Codeii) or death while in (iii) (taking into account any days not counted pursuant to clause (A) or (B)) is hereafter referred to as the employ "Non-Public Termination Date"). Notwithstanding the foregoing, if such cessation of the Company and employment occurs at a time when the Optionee was entitled Stock is not Publicly Traded and less than one year prior to exercise an Option as herein providedthe Non-Public Termination Date, any unvested such Options shall automatically vest and become remain exercisable as of until the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee that is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination such cessation of employment but not beyond the Optionee’s employment by reason of retirementTermination Date. (b) If the Optionee voluntarily terminates his employmentshall cease to be employed by the Company prior to the Termination Date by reason of death, or the Optionee shall die while entitled to exercise any of the Options pursuant to paragraph 3(a) or paragraph 3(c) and such death occurs during a time when the Stock is Publicly Traded, the executor or administrator of the estate of the Optionee or the person or persons to whom the Options shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right right, until the earlier of the Termination Date or one year after the date of death, to exercise such the Options that have vested, to the extent that the Optionee was entitled to exercise them on the date of death, subject to any other limitation contained herein on the exercise of the Options in effect on the date of exercise. In the event such death occurs during a time when the Stock is not theretofore exercisedPublicly Traded, the Options that were exercisable at any the time up of such death shall remain exercisable until the Non-Public Termination Date. Notwithstanding the foregoing, if such death occurs at a time when the Stock is not Publicly Traded and less than one year prior to ninety (90) days the Non-Public Termination Date, such Options shall remain exercisable until the date that is one year from the date of termination of such death but not beyond the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofTermination Date. (c) If the Optionee voluntarily terminates employment (including but not limited to retirement prior to age 65) with the Company for reasons other than death, disability, or retirement on or after age 65 (a termination on account of death, disability or retirement on or after age 65 being referred to herein as a "Special Circumstances Termination"), or if the Optionee's employment with the Company is terminated without Cause, as hereinafter defined, and such cessation of employment occurs during a time when the Stock is Publicly Traded, the Options, to the extent exercisable immediately prior to such termination, shall continue to be exercisable until the earlier of the Termination Date or 90 days after the date of such termination. For purposes of calculating the 90 day period in the immediately preceding sentence, any days during which the Optionee is prohibited from selling Stock into the public market on account of (A) any applicable underwriter's lock-up period or (B) any blackout period imposed under the Company's policy governing xxxxxxx xxxxxxx, shall (without duplication) not be counted. In the event of such termination of employment during a time when the Stock is not Publicly Traded, the Options granted hereunder that were exercisable at the time of such termination of employment shall be exercised remain exercisable until the Non-Public Termination Date. If the Company terminates the Optionee's employment for Cause, as hereinafter defined, unless otherwise provided by the Optionee’s legal representative if Committee, the Optionee should die or become disabledOptions, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any to the extent not exercised prior to such persontermination, written notice of such exercise shall lapse and be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionscanceled. (d) For all purposes of this Agreement, unless otherwise provided in an employment agreement between the term “Company and the Optionee, "Cause” " shall mean: (i) the Optionee's failure (except where due to a disability), neglect or refusal to perform his duties which failure, neglect or refusal shall not have been corrected by the meaning Optionee within 30 days of receipt by the Optionee of written notice from the Company of such failure, neglect or refusal, which notice shall specifically set forth the nature of said failure, neglect or refusal, (ii) any engaging by the Optionee in conduct that has the Optionee’s employment agreement with effect of injuring the reputation or business of the Company or its affiliates in any material respect; (iii) any continued or repeated absence from the Company, unless such absence is (A) approved or if no such agreement exists excused by the Board or (B) is then in effectthe result of the Optionee's illness, then disability or incapacity; (iv) use of illegal drugs by the meaning as defined in Optionee or repeated drunkenness; (v) conviction of the PlanOptionee for the commission of a felony; or (vi) the commission by the Optionee of an act of fraud or embezzlement against the Company.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, thatand subject to the final sentence of this Section 6: 167829462 v6 (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause as a result of Optionee's death, Disability or Retirement (as defined below), disability (as described in Section 22(e) Optionee shall have three months from the date of the Code) or death while in the employ such Termination of the Company and at a time when the Optionee was entitled Employment to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided, however, that (A) if during any part of such three month period, the Option is not exercisable because the issuance of the Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of three months after the date of Termination of Employment (but in no event may the Option be exercised more than one year after the date of Termination of Employment), and (B) if during any part of such three month period, the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason Shares issued upon exercise of the death Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Xxxxxxx Xxxxxxx Policy, the Option shall not expire until Optionee shall have had an aggregate of three months after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such restrictions arising under xxxxxxx xxxxxxx laws or Company policy (but in no event may the Option be exercised more than one year after the date of Termination of Employment); (ii) In the event of Termination of Employment as a result of Optionee's Disability, may, not later than fifteen (15) Optionee shall have 12 months from the date of death, such Termination of Employment to exercise such Option, the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment; (iii) In the event of Termination of Employment as a result of Optionee’s death or in the event of Optionee’s death within 30 days following Optionee’s Termination of Employment, the Optionee shall have Optionee's estate, any person who acquired the right to exercise such the Option so grantedby bequest or inheritance, or any person designated to exercise the Option upon Optionee's death shall have 12 months following Optionee’s death to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Optionsand exercisable as of the date of Optionee’s death; and (iv) In the event of Termination of Employment as a result of Optionee’s Retirement (as defined below), at any time up to one (1) year Optionee shall have 12 months from the date of termination such Termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right Employment to exercise such Options that have vested, the Option as to the extent not theretofore exercised, at any time up Shares subject to ninety (90) days from the Option that were vested and exercisable as of the date of Termination of Employment; provided, however, that if Optionee exercises the Option more than three months after the termination of his or her employment relationship (within the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (cmeaning of Section 424(f) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this AgreementCode), the term Option may not qualify as an “Causeincentive stock option” shall have under Section 422 of the meaning Code. Notwithstanding the above, in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 4 above.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 7. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the next following sentence: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause (as defined below)a result of Optionee's death or disability, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled shall have 90 days to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such 90 day period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) months from 90 days after the date of deathTermination of Employment; provided further that if during any part of such 90 day period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company's Policy Regarding Special Trading Procedures, the Option shall not expire until Optionee shall have had an aggregate of 90 days after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under xxxxxxx xxxxxxx laws or Company policy; and provided further that notwithstanding the foregoing , in no event may this Option be exercised more than one year after the date of Termination of Employment; and (ii) In the event of Termination of Employment as a result of Optionee's death or disability (including a Total and Permanent Disability), Optionee shall have one (1) year to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment. Notwithstanding the above, the Optionee shall have the right to exercise such in no event may an Option so granted, to the extent not theretofore be exercised, in respect of all Shares subject even as to vested and otherwise exercisable Shares, after the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 5 above.

Termination of Employment. If Except as otherwise specifically provided in Section 4 below upon the OptioneeParticipant’s employment is terminated with the CompanyTermination of Employment, the Option and any unexercised portion following provisions shall be subject to the provisions below:apply:(2) (a1) Upon This text applies to Awards granted on or before December 31, 2008. (2) This text applies to Awards granted after December 31, 2008. (i) if the termination Participant’s Termination of Employment is on account of death or Disability, then the Optionee’s employment with the CompanyOption, to the extent not theretofore vested, shall vest, and the Option may be exercised, in whole or in part, by the Participant (or his personal representative, estate or transferee, as the case may be) at any time on or before the earlier to occur of (x) the Expiration Date of the Option shall continue to be valid; provided, however, that: and (iy) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of terminationsuch Termination of Employment; (ii) if the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date or Health Retirement Date, the Option to the extent it is not vested, shall continue to vest in accordance with its terms, and when vested, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iii) if the Participant’s Termination of Employment is on account of Retirement at the Early Retirement Date, any portion of the Option that is not vested shall be forfeited, and the Optionee Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or his legal in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iv) if the Participant’s Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) three months after the date of such Termination of Employment; and (v) if (A) the Participant’s Termination of Employment is for any reason other than death and (B) the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in the preceding subsections, any portion of the Option that is not vested shall be forfeited and the Option, to the extent it is vested on the date of the Participant’s death, may be exercised, in whole or in part, by the Participant’s personal representative, estate or transferee, as the case may be, at any time on or such Person who acquired such Option by bequest or inheritance or by reason before the earliest to occur of (x) the Expiration Date of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to (y) the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of retirement, death and (z) the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination applicable anniversary of the Optionee’s employment by reason Termination of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Employment as set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plansubsections (i) through (iv) above.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination The employment of the Optionee’s employment with the Company, to the extent Optionee shall not theretofore exercised, the Option shall continue to be valid; provided, however, that: considered terminated (i) if in the Optionee’s employment is terminated by dismissal by the Company case of an approved sick leave or other than for Cause bona fide leave of absence (as defined below), disability (as described in Section 22(e) of the Codenot to exceed one year) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled continues to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, provide bona fide services to the extent not theretofore exercisedCompany or a Subsidiary as an Employee, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirementConsultant or Director. (b) If the Optionee voluntarily employment terminates his employmentby reason of the death or Disability of Optionee, all unexercised Options shall become exercisable regardless of whether then vested and the Optionee shall have Optionee's beneficiary or legal representative may purchase some or all of the right shares of Stock subject to the unexercised Options upon the exercise of such Options that have vested, to the extent not theretofore exercised, at any time up after Termination of employment and prior to the earlier of either (i) the date the Options expire as set forth on Schedule A; or (ii) the expiration of ninety (90) days from the date after Termination of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the employment of Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or terminates by reason of death Normal Retirement or early retirement with the consent of any such personthe Committee, written notice all unexercised Options shall become exercisable regardless of whether then vested and the Optionee may purchase some or all of the shares subject to the unexercised Options upon the exercise of such exercise shall be accompanied by a certified copy Options at any time after Termination of letters testamentary employment and prior to the earlier of either (i) the date the Options expire as set forth on Schedule A or equivalent proof (ii) the first anniversary of the right Termination of such legal representative or other person to exercise such Optionsemployment. (d) For If employment of Optionee is terminated for Cause or if after Termination of employment the Committee determines that Optionee could have been terminated for cause had the Optionee still been employed or that the Optionee has otherwise engaged in conduct detrimental to the interests of the Company or a Subsidiary, all purposes unexercised Options shall immediately terminate regardless of this Agreementwhether then vested and otherwise exercisable, the term “Cause” shall have the meaning . (e) If employment of Optionee is terminated for any reason other than those set forth in subparagraphs (b), (c) and (d) of this Section 8, Optionee may purchase some or all of the Optionee’s shares subject to the unexercised Options that were vested and exercisable on the date of Termination of employment agreement with upon the Companyexercise of such Options at any time after Termination of employment and prior to the earlier of (i) the date the Options expire as set forth on Schedule A or (ii) the expiration of thirty (30) days after Termination of employment. (f) Notwithstanding the provisions of this Section 8, the Committee and Optionee may agree to increase or if no such agreement exists or is then in effect, then decrease the meaning period for the exercise of the Options after Termination of employment so long as defined in the Plan.period for the exercise of the Options does not extend beyond the expiration date of the Options on Schedule A.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee’s Termination of Employment except as set forth in this Section 6. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee’s Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the final sentence of this Section 6: (i) if In the event of Termination of Employment other than as a result of Optionee’s employment is terminated by dismissal by death or disability, Optionee shall have three months from the Company other than for Cause (as defined below), disability (as described in Section 22(e) date of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled such Termination to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such three month period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) three months from after the date of deathTermination of Employment; provided further that if during any part of such three month period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Xxxxxxx Xxxxxxx Policy, the Option shall not expire until Optionee shall have had an aggregate of three months after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under xxxxxxx xxxxxxx laws or Company policy; and provided further that notwithstanding the foregoing, in no event may this Option be exercised more than one year after the date of Termination of Employment; (ii) In the event of Termination of Employment as a result of Optionee’s disability (including a Total and Permanent Disability), Optionee shall have 12 months to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment; (iii) In the event of Termination of Employment as a result of Optionee’s death or in the event of Optionee’s death within 30 days following Optionee’s Termination of Employment, the Optionee shall have six months following the right Optionee’s death to exercise such the Option so granted, as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options, at any time up to one (1) year from and exercisable as of the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employmentdeath or, the Optionee shall have the right to exercise such Options that have vestedif earlier, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination Termination of Employment; and Notwithstanding the Optionee’s employmentabove, or if in no event may an Option be exercised, even as to vested and otherwise exercisable Shares, after the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 4 above.

Termination of Employment. 6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan). For purposes hereof, “permanent disability” means incapacity due to physical or mental illness as a result of which the Optionee becomes eligible for benefits under the applicable long-term disability plan or policy of the Company or the applicable subsidiary of the Company which is in effect at the time Optionee became incapacitated. 6.2 If the Optionee’s employment with the Company and its subsidiaries shall be terminated by reason of death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. 6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date (or, if the Optionee’s employment with the Company and its subsidiaries is terminated by reason of a qualified retirement as herein defined, within three years after the Termination Date) to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, to the extent not theretofore exercisedfor Cause, the Option shall continue to be valid; providedterminate as of the Termination Date, howeverwhether or not exercisable. For purposes hereof, that: “Cause” means the Optionee’s (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)intentional failure to perform reasonably assigned duties, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if dishonesty or willful misconduct in the employment performance of duties, (iii) engaging in a transaction in connection with the Optionee shall terminate by reason performance of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, duties to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, Company or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.its subsidiaries

Termination of Employment. Upon the Optionee’s termination of employment or service, this Option shall be treated in accordance with Section 8 of the Employment Agreement. The following terms and conditions also shall apply to this Option. a. If the Optionee’s termination of employment or service is terminated with the Companydue to death, the this Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of exercisable by the Optionee’s employment with the Companydesignated beneficiary, to the extent not theretofore exercisedor, if none, the person(s) to whom the Optionee’s rights under this Option are transferred by will or the laws of descent and distribution for one year following such termination of employment or service (but in no event beyond the term of the Option), and shall thereafter terminate. b. If the Optionee’s termination of employment or service is due to Disability (as defined in the Employment Agreement), this Option will remain exercisable for the lesser of (i) five years or (ii) the remaining term of this Option (the “Disability Period”). Upon expiration of the Disability Period, this Option shall continue to be validautomatically terminate; provided, howeverthat, that: if the Optionee should die during such period, this Option shall be exercisable by the Optionee’s designated beneficiary, or, if none, the person(s) to whom the Optionee’s rights under this Option are transferred by will or the laws of descent and distribution for one year following such death (but in no event beyond the term of the Option), and shall thereafter terminate. c. If the Optionee’s termination of employment or service is due to Retirement (as defined herein), the Optionee shall be treated, for purposes of this Agreement only, as if his employment or service continued with the Company for the lesser of (i) five years or (ii) the remaining term of this Option and this Option will continue to vest and remain exercisable during such period (the “Retirement Vesting Period”). Upon expiration of the Retirement Vesting Period, this Option shall automatically terminate; provided, that, if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)Optionee should die during such period, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an this Option as herein provided, any unvested Options shall automatically vest and become immediately exercisable as of the date of termination, in full and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option shall be exercisable by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement designated beneficiary, or, if none, the person(s) to whom such Optionee’s rights under this Option are transferred by will or the laws of descent and distribution for one year following such death (at such age upon such conditions as shall be specified by but in no event beyond the Board term of Directorsthe Option), and while shall thereafter terminate. For purposes of this section, “Retirement” shall mean the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable Optionee’s resignation from the Company on or after the date on which the sum of his (i) full years of age (measured as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from his last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Optionee’s employment by reason Company measured from his date of retirement. hire (b) If the Optionee voluntarily terminates his employmentor re-hire, if later), is equal at least seventy (70); provided, that, the Optionee shall must have attained at least the right age of sixty (60) and completed at least five (5) full years of service with the Company prior to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if his/her resignation. Any disputes relating to whether the Optionee is discharged eligible for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of Retirement under this Agreement, including, without limitation, his years of service, shall be settled by the term “Cause” shall have the meaning set forth Committee in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planits sole discretion.

Termination of Employment. (a) Except as provided in paragraph 2(b) below, all rights of the Optionee pursuant to the NQOs granted hereunder shall expire 90 days after the date of his or her termination as a director or employee for any reason, unless otherwise determined by the Committee, but in no event after the expiration date of the option; provided the Optionee does not engage in Competition (as defined in the Plan) during such 90-day period unless he or she receives written consent to do so from the board of directors of the Company or the Committee. (b) Notwithstanding paragraph 2(a) above, the following special vesting rules shall apply if the Optionee's employment with the Company terminates prior to the date that the NQO expires pursuant to paragraph 3 herein: (i) If the Optionee’s 's employment is terminated due to death or full disability, all outstanding NQOs of the Optionee shall vest and become fully exercisable with respect to all of the shares of Stock relating thereto (subject to the terms of the Plan) and shall expire upon the first anniversary of the date of such termination but in no event after the expiration date of the NQO. (ii) If the Optionee retires from employment with the Company, the Option and any unexercised portion Optionee's NQOs shall be vested and fully exercisable with respect to that portion of the Optionee's NQOs that were exercisable on the date of the Optionee's retirement (subject to the provisions below:terms of the Plan) for a period of up to five years after the date of such retirement but in no event after the expiration of the NQO; provided the Optionee does not engage in Competition (as defined in the Plan) during such five year period unless he or she receives written consent to do so from the board of directors of the Company or the Committee. Any portion of the Optionee's NQOs that were not exercisable on the date of the Optionee's retirement shall expire and be forfeited. (aiii) Upon the termination of the Optionee’s 's employment with the Company, due to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan, all of his or her NQOs shall be forfeited immediately upon such termination.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 7. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the following sentence: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause (as defined below)a result of Optionee's death or disability, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled shall have 90 days to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such 90 day period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) months from 90 days after the date of deathTermination of Employment; provided further that if during any part of such 90 day period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s xxxxxxx xxxxxxx policy the Option shall not expire until Optionee shall have had an aggregate of 90 days after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under xxxxxxx xxxxxxx laws or Company policy; and provided further that notwithstanding the foregoing in no event may this Option be exercised more than one year after the date of Termination of Employment; and (ii) In the event of Termination of Employment as a result of Optionee's death or disability (including a Total and Permanent Disability), Optionee shall have one (1) year to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment. Notwithstanding the above, the Optionee shall have the right to exercise such in no event may an Option so granted, to the extent not theretofore be exercised, in respect of all Shares subject even as to vested and otherwise exercisable Shares, after the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 5 above.

Termination of Employment. If Except as otherwise determined by the Board, upon the termination of the employment of the Optionee to the Company, this Option shall expire on the earliest of the following occasions: (i) the date that is ninety (90) days after the voluntary termination of the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon or the termination of the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability ; (as described in Section 22(eii) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason termination of the Optionee’s retirement (at such age upon such conditions as shall be specified employment by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of Company for Cause; (iii) the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from after the date of termination of the Optionee’s employment by reason of retirement.Disability; (biv) If the date one (1) year after the termination of the Optionee’s employment by reason of the Optionee’s death; or (v) the specified expiration date of the Option, as set forth on the Signature Page of this Agreement. The Optionee voluntarily terminates his employmentmay exercise all or any part of this Option at any time before the expiration of this Option under this Section 6, but only to the Optionee shall have extent that this Option had become exercisable before the Optionee’s employment terminated and, subject to the right to exercise such Options with respect to unvested Shares pursuant to Section 3(a), the underlying Shares had vested before the Optionee’s employment terminated. The balance of this Option shall lapse when the Optionee’s employment terminates. In the event that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of Optionee dies during the Optionee’s employment, or if after the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by termination of the Optionee’s legal representative if employment but before the Optionee should die expiration of this Option, all or become disabled, part of this Option may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired any Options granted hereunder such Option directly from the Optionee by beneficiary designation, bequest or inheritance or by reason of death of any such personinheritance, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of but only to the right of such legal representative or other person to exercise such Options. (d) For all purposes of extent that this Agreement, the term “Cause” shall have the meaning set forth in Option had become exercisable before the Optionee’s employment agreement with terminated and the Company, or if no such agreement exists or is then in effect, then underlying Shares had vested before the meaning as defined in the PlanOptionee’s employment terminated.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon In the event the employment of the Employee is terminated for any reason other than death, Disability, voluntary termination by the Employee, or for cause (as determined by the Committee in its sole and absolute discretion), then the Employee shall have the right at any time within sixty (60) days after the termination of such employment or, if shorter, during the Optionee’s unexpired term of this option, to exercise this option for the full number of shares not previously exercised or any portion thereof, except as to the issuance of fractional shares, but only to the extent this option was otherwise exercisable in accordance with Paragraph 4 hereof on the date of such cessation of employment. (b) In the event the employment of the Employee is terminated for cause (which determination shall be made in the sole and absolute discretion of the Committee), the Employee shall have the right at any time within ten (10) days after the termination of such employment or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares not previously exercised or any portion thereof, except as to the issuance of fractional shares, but only to the extent this option was otherwise exercisable in accordance with Paragraph 4 hereof as of the Companydate of such termination of employment for cause. (c) In the event the employment of the Employee is terminated voluntarily by the Employee, the Employee shall have the right at any time within thirty (30) days after the termination of such employment or, if shorter, during the unexpired term of this option, to exercise this option for the full number of shares not previously exercised or any portion thereof, except as to the issuance of fractional shares, but only to the extent this option was otherwise exercisable in accordance with Paragraph 4 hereof as of the date of such termination of employment for cause. (d) In the event the employment of the Employee is terminated by reason of Disability, then the Employee shall have the right to exercise this option for the full number of shares not previously exercised or any portion thereof, except as to the issuance of fractional shares, to the full extent not theretofore exercisedof this option at any time within one year from the date of such termination or within the unexpired term of this option, whichever is shorter. (e) In the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) event of the Code) or death of the Employee while in the employ of the Company and at a time when or the Optionee was entitled to exercise an Option as herein providedSubsidiaries, any unvested Options shall automatically vest and become exercisable as this option may be exercised for the full number of the date of termination, and the Optionee or his legal representative, as the case may beshares not previously exercised, or such Person who acquired such Option by bequest or inheritance or by reason any portion thereof, except as to the issuance of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Optionfractional shares, to the full extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, this option at any time up to within one (1) year from the date of termination death of the Optionee’s employment by reason Employee or within the unexpired term of retirement. (b) If the Optionee voluntarily terminates his employmentthis option, the Optionee shall have the right to exercise such Options that have vestedwhichever is shorter, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if person or persons to whom the Optionee should die or become disabled, Employee's rights under this option shall pass by the Employee's will or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason the laws of death of any such persondescent and distribution, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionswhichever is applicable. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If a. In the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon event of the termination of the Optionee’s employment [Include, if applicable: (including due to retirement)] with the CompanyCompany or any of its Subsidiaries, other than a termination that is either (i) for Cause, or (ii) for reasons of death or Permanent and Total Disability, all vesting of the Option shall cease and the Optionee may exercise the vested portion of the Option at any time within a period ending on the earlier of (a) the last day of the period ending 90 days after such termination of employment or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination (and thereafter this Option shall be deemed terminated and shall not be or become exercisable). b. In the event of a termination of the Optionee’s employment for Cause, this Option, to the extent not theretofore previously exercised, shall terminate immediately and shall not thereafter be or become exercisable. c. In the event of termination of employment because of the Optionee’s Permanent and Total Disability, all vesting of the Option shall continue cease and the Optionee (or his or her personal representative) may exercise the vested portion of the Option, within a period ending on the earlier of (a) the last day of the one-year period following the Optionee’s Permanent and Total Disability or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination. d. In the event of the Optionee’s death while employed by the Company or any of its Subsidiaries or within 90 days after a termination of such employment (if such termination was not for Cause), the appropriate persons described in Section 5 hereof or persons to whom all or a portion of this Option is transferred in accordance with Section 4 hereof may exercise this Option, to the extent vested, at any time within a period ending on the earlier of (a) the last day of the twelve month period following the Optionee’s death or (b) the expiration date of this Option. If the Optionee was an employee of the Company at the time of death, all vesting of the Option shall cease as of the date of death, and this Option may be valid; provided, however, that: (i) if so exercised to the extent of the number of shares that were vested but not exercised or otherwise forfeited as of the date of death. If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)prior to his or her death, disability (as described in Section 22(e) all vesting of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable have ceased as of the date of termination, and the Optionee or his legal representative, as the case this Option may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, be exercised only to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate number of shares covered by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such this Option as herein provided, any unvested Options shall automatically vest and become exercisable which were vested but not exercised or otherwise forfeited as of the date of retirement, such termination. e. This Option does not confer upon the Optionee shall have the any right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its Subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits Subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If In the Optionee’s employment is terminated with event that the CompanyOptionee ceases to be an employee of the Corporation and its subsidiaries for any reason other than as set forth in Section 11.4 of the Plan, the Option and any unexercised portion shall be this option may, subject to the provisions belowof the Plan and Section 11 of this Agreement, be exercised (but only to the extent that the Optionee was entitled to do so at the time of the termination of the Optionee's employment) at any time within three (3) months after such termination, but in no case later than the date on which this option was originally scheduled to expire. Any portion of this option which was not exercisable by the Optionee at the time of any such termination of employment shall be cancelled and forfeited and the Optionee shall not have any further rights whatsoever with respect thereto. Notwithstanding the foregoing: (a) Upon the termination of If the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s 's employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement 's Disability, or following a Change in Control (at as both such age upon such conditions as shall be specified by terms are defined in the Board of DirectorsPlan), this option shall vest in full, and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, may be exercised at any time up to one (1during the period described above, as provided in Section 11.2(a) year from the date of termination of the Optionee’s employment by reason of retirementPlan. (b) If the Optionee voluntarily terminates his employmentOptionee's employment is terminated by reason of the Optionee's death, the Optionee this option shall have the right to exercise such Options that have vestedvest in full, to the extent not theretofore exercised, and may be exercised at any time up to ninety during the period described above, except that twelve (9012) days months shall be substituted for three (3) months from the date of termination termination, as provided in Section 11.2(a) of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofPlan. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or 's employment is terminated by reason of death of any such personthe Eligible Retirement, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan, this option shall not vest in full at the time of termination, but shall continue to vest on the same dates, and be exercisable during the same periods, as if the Optionee were still employed, as provided in Section 11.2(b) of the Plan.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the Company, Except to the extent not theretofore exercisedotherwise provided in accordance with this Section 4, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) portions of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become this option that are exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall termination of employment with the Company and its affiliates may continue to be specified by the Board exercised for a period of Directors), ninety days from and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from including the date of termination of employment, but no additional portions of this option shall become exercisable following the Optionee’s date of such termination of employment by reason and such unexercisable portions shall be canceled on the date of retirementsuch termination of employment. (b) If the Optionee voluntarily terminates his employment, resigns employment otherwise than for “good reason,” “cause” or any like term as defined under any employment agreement between the Company and the Optionee shall have (which terms specify the Optionee's right to exercise terminate the term of such Options that have vestedemployment agreement), or the Company terminates the Optionee’s employment for “good reason” as defined in the Revlon Executive Severance Policy as in effect from time to the extent not theretofore exercisedtime (or for “cause” or any like term in any applicable employment agreement), at any time up then this option shall cease to ninety (90) days from be exercisable and shall automatically be canceled on the date of such termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee voluntarily retires with Company consent or the Optionee’s legal representative employment is terminated due to permanent disability (in each case as determined by the Committee), the portions of this option that are exercisable as of the date of the Optionee’s voluntary retirement or termination of employment with the Company may continue to be exercised for a period of one year from and including such date of voluntary retirement or termination of employment, but no additional portions of this option shall become exercisable following such date of such voluntary retirement or termination of employment and such unexercisable portions shall be canceled on the date of such voluntary retirement or termination of employment. Notwithstanding the foregoing, the Committee may in its sole discretion provide for a longer or shorter period for exercise of this option or may permit the Optionee to continue vesting under this option if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall Optionee’s employment terminates solely because the Optionee’s employer ceases to be accompanied by a certified copy of letters testamentary or equivalent proof an Affiliate of the right Company or because the Optionee transfers employment with the Company’s consent to a purchaser of such legal representative or other person to exercise such Optionsa business disposed of by the Company. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in If the Optionee’s employment terminates by reason of death, or if the Optionee’s employment terminates under circumstances providing for continued exercisability under subsection (a) or (c) and the Optionee dies within the period described in subsection (a) or (c), the portions of this option that are exercisable as of the date of the Optionee’s death may continue to be exercised by the person to whom this option has passed, under the Optionee’s will (or if applicable, pursuant to the laws of descent and distribution), for a period of one year from and including the date of death, but no additional portions of this option shall become exercisable either following the date of such death as respects an Optionee whose employment or services terminates by reason of death, or the date provided in subsection (a) or (c) as respects an Optionee whose death occurs during the period of continued exercisability provided in subsection (a) or (c), and such unexercisable portions shall be canceled either on the date of such death as respects an Optionee whose employment or services terminates by reason of death, or the date provided in subsection (a) or (c) as respects an Optionee whose death occurs during the period of continued exercisability provided in subsection (a) or (c). (e) Nothing in the Plan or this Agreement shall confer upon the Optionee or any other person the right to continue in the employment of the Company or any of its Affiliates or affect any right which the Company or any of its Affiliates may have to terminate the employment of the Optionee or any other person. (f) If the Optionee ceases employment with the Company and accepts employment with a competitor in violation of the Company's Employee Agreement as to Confidentiality and Non-Competition, as in effect from time to time, or any other non-competition agreement with or covenant executed by the Optionee, then profits realized from exercise of any portion of the option during the 12-month period prior to the date of termination shall be repaid by the Optionee to the Company, or if no in cash, within ten (10) days of such agreement exists or acceptance of employment and the Company is then in effect, then hereby authorized to deduct such amount from any other amounts otherwise due the meaning as defined in the PlanOptionee.

Termination of Employment. If the Optionee’s 's employment is terminated with without Cause (as defined in the CompanyEmployment Agreement) or by the Optionee for Good Reason (as defined in the Employment Agreement), the Option and any unexercised portion Optionee shall be subject have two years from the Termination Date (as defined in the Employment Agreement) to exercise then-vested Options. All unvested Options shall expire. In the provisions below: (a) Upon the termination of event the Optionee’s employment with the Company, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s 's employment is terminated by dismissal as set forth in the preceding paragraph within one year of the termination or retirement of Xx. Xxxxxxx X. Milchovich, Chief Executive Officer of Xxxxxx Xxxxxxx Ltd., all unvested Options shall vest and be exercisable for a period of two years following the Termination Date. If the Optionee's employment is terminated due to death or disability, or the Optionee dies following termination of his employment while the Option may be exercised in accordance with the preceding paragraphs of this Section 4 or while disabled, the then-vested Option may be exercised by the Company other than Optionee or by a legatee or legatees of the Optionee under his last will, or by the Optionee's personal representative, as applicable, at any time after one year from the date of grant, but prior to the expiration date of the Option. All unvested Options shall expire. In the event that the Optionee's employment is terminated for Cause (as defined belowin the Employment Agreement) or the Optionee terminates his employment other than for Good Reason (as defined in the Employment Agreement), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such this Option, to the extent not theretofore exercisedunvested, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by immediately forfeited and the Board remainder of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so grantedthis Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from unexercised on the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to which is ninety (90) days from the date of termination of the Optionee’s employmentafter such termination, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by forfeited. Notwithstanding the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes foregoing provisions of this AgreementSection 4, under no circumstances shall this Option be exercised after the term “Cause” shall have the meaning set forth expiration date stated in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 2 hereof.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s Any Employee or Consultant whose employment with the CompanyCorporation or any of its Designated Subsidiaries is terminated due to retirement on or after such Employee's or Consultant's normal SD-4 180 retirement date (as defined in the applicable retirement plan of his or her employer) or due to early retirement with the consent of the Committee (collectively, "Retirement") shall have one (1) year from the date of such termination to exercise any Option granted hereunder to the extent not theretofore exercised, the such Option shall continue to be validwas exercisable on such date of termination; provided, however, that: that no Option shall be exercisable following the expiration of the Option Period applicable thereto. (ib) if Any Employee or Consultant whose employment with the Optionee’s employment Corporation or any Designated Subsidiary is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled due to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee Disability shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of employment to exercise any Option granted hereunder to the Optionee’s employment by reason extent such Option was exercisable on the date of retirementsuch termination; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto. (bc) If In the Optionee voluntarily terminates his employmentevent of the death of an Employee or Consultant, either while in the employment of the Corporation or any of its Designated Subsidiaries or after Retirement, the Optionee Employee's estate may, within 12 months from the date of the Employee's or Consultant's death, exercise the Options covered by any Grant to the extent such Options were exercisable on the date of the Optionee's death; provided, however, that no Option shall be exercisable following the expiration of the Option Period applicable thereto. The Employee's or Consultant's estate shall include only the executors or administrators of such estate and persons who have acquired the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days directly from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Optionsinheritance. (d) For all purposes of this AgreementIn the event an Employee's or Consultant's employment terminates for any cause other than death, Disability or Retirement, the term “Cause” shall have Employee or Consultant may exercise the meaning set forth in Options covered by any Grant to the Optionee’s extent such Options were exercisable on the Employee's or Consultant's last day of employment agreement no later than such last day of employment with the CompanyCorporation or any Designated Subsidiary or such later date within the Option Period first established by the Committee for such Option as the Committee may fix. (e) Notwithstanding the provisions of subparagraphs (a), (b), (c) and (d), the Committee may in its sole discretion accelerate the right to exercise an Option and in such event such Option shall be deemed to have been exercisable on the date of Retirement, termination or death, as applicable. Subject to regulatory approval, the Committee may also its sole discretion increase the periods permitted to exercise all or any of the Options covered by any Grant following a termination of employment as provided in subparagraphs (a), (b), (c) or (d) above, if allowable under applicable law; provided, however, that in no event shall any Option be exercisable following the expiration of the Option Period applicable thereto. (f) As used in this Section 8, the phrase "exercise any Option" includes the surrender of an Option pursuant to the provisions of Section 7 hereof and the exercise of any SAR related to an Option and, solely for the purpose of interpreting this Section 8, a director of the Corporation or a Designated Subsidiary shall be considered to be an Employee or Consultant. (g) The Plan shall not confer upon any Employee or Consultant any right with respect to a continuation of employment by the Corporation or any Designated Subsidiary nor shall it interfere in any way with the right of the Corporation or such agreement exists Designated Subsidiary to terminate any Employee's or is then in effect, then the meaning as defined in the PlanConsultant's employment at any time.

Termination of Employment. If The following provision replaces Paragraph 8(l) of the Option Agreement: For purposes of the Stock Option, unless otherwise provided for in the Option Agreement, the Optionee’s Service Relationship will be considered terminated as of the date that is the earliest of (a) the date the Optionee's employment is terminated; (b) the date the Optionee receives notice of termination of employment; or (b) the date the Optionee is no longer providing services to the Company or any Affiliate (in all cases regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Optionee renders service or the terms of the Optionee’s employment agreement, if any). Unless otherwise expressly provided in this Agreement or determined by the Company, the Optionee’s right to continue to vest in the Stock Option, if any, will terminate effective as of such date and will not be extended any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under local law. The Administrator shall have the exclusive discretion to determine when the Optionee’s employment is terminated with for purposes of this Stock Option (including whether the CompanyOptionee may still be considered providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, the Optionee’s right to vest in the Stock Option and any unexercised portion shall be subject to under the provisions below: (a) Upon Plan, if any, will terminate effective as of the termination last day of the Optionee’s employment with minimum statutory notice period, but the Company, Optionee will not earn or be entitled to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) pro-rated vesting if the Optionee’s employment is terminated by dismissal by vesting date falls after the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason end of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors)statutory notice period, and while nor will the Optionee is be entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirement, the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged compensation for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.lost vesting

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyExcept as provided in this Section 3, to the extent Options may not theretofore be exercised, and such Options shall terminate, beginning on the Option shall continue date the Optionee has ceased to be valid; providedemployed by the Company or an Affiliate. In the event that an Optionee ceases to be employed by the Company or an Affiliate, however, that: any Options held by such Optionee may be exercised and shall terminate as follows: (i) if the Optionee’s 's termination of employment is terminated by due to retirement, Disability (as hereinafter defined), dismissal by the Company other than for without Cause (as defined below), disability (as described in Section 22(e) of the Codehereinafter defined) or death while in voluntary termination with the employ consent of the Company and or Affiliate by which the Optionee was employed, the Optionee may, at a any time when within 30 days after such termination of employment (or, if earlier, until the Expiration Date), exercise any Options to the extent that the Optionee was entitled to exercise an Option as herein provided, any unvested such Options shall automatically vest and become exercisable as of on the date of termination, and the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date 's termination of death, exercise such Option, to the extent not theretofore exercised, in respect of all Shares subject to the vested Optionsemployment; and and (ii) if the Optionee dies while employed by the Company or an Affiliate or within 30 days after the termination of his employment of the Optionee shall terminate by reason of retirement, Disability, dismissal without Cause or voluntary termination with the consent of the Company or Affiliate by which the Optionee was employed, the Optionee’s retirement 's legal representative may, at any time within nine months after the Optionee's death (at such age upon such conditions as shall be specified by or, if earlier, until the Board of DirectorsExpiration Date), and while exercise any Options granted to the Optionee is to the extent that the Optionee was entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as on the day of the date Optionee's death. (b) For purposes of retirementthis Option Agreement, the Optionee's employment will have terminated by reason of "Disability" if, as a result of the Optionee's incapacity due to physical or mental illness, the Optionee shall have been absent from his or her duties on a full-time basis for the right to exercise such Option so grantedentire period of six consecutive months, and within thirty (30) days after written notice is given by the Company to the extent not theretofore exercised, in respect Optionee (which may occur before or after the end of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employmentsuch six-month period), the Optionee shall not have the right to exercise such Options that have vested, returned to the extent not theretofore exercised, at any performance of his or her duties on a full-time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereofbasis. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Option Agreement, "Cause" shall mean (i) the term “Cause” willful and continued failure by the Optionee to substantially perform his duties with the Company (other than any such failure resulting from the Optionee's incapacity due to physical or mental illness), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Optionee has not substantially performed his duties, or (ii) conviction for the commission of a felony or a crime involving moral turpitude. For purposes of this paragraph, no act, or failure to act, on the Optionee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Optionee shall not be deemed to have been terminated for Cause without delivery to the meaning Optionee of a "Notice of Termination" (as hereinafter defined), from the Board finding that in the good faith opinion of all of the members of the Board the Optionee was guilty of conduct set forth above in clause (i) or (ii) hereof, and specifying the particulars thereof in detail. For purposes of this paragraph, a "Notice of Termination" shall mean a notice (communicated to the Optionee in accordance with Section 5(d)) which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Optionee’s 's employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Planfor Cause.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination All rights of the Optionee’s employment with the CompanyOptionee in this Option, to the extent that it has not theretofore previously become vested and been exercised, shall terminate upon Optionee's Termination of Employment except as set forth in this Section 7. The portion of the Option that relates to any Shares that were unvested and unexercisable as of the date of Optionee's Termination of Employment shall continue terminate and expire effective immediately upon such date. With respect to be valid; providedthe vested and exercisable portion of the Option, however, that: and subject to the next following sentence: (i) if In the Optionee’s employment is terminated by dismissal by the Company event of Termination of Employment other than for Cause (as defined below)a result of Optionee's death or disability, disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled shall have 90 days to exercise an the Option as herein provided, any unvested Options shall automatically vest to the Shares subject to the Option that were vested and become exercisable as of the date of terminationTermination of Employment; provided that if during any part of such 90 day period, and the Optionee or his legal representative, as Option is not exercisable because the case may be, or such Person who acquired such Option by bequest or inheritance or by reason issuance of the death Shares would violate the registration requirements under the Securities Act, the Option shall not expire until the Option shall have been exercisable for an aggregate of the Optionee, may, not later than fifteen (15) months from 90 days after the date of deathTermination of Employment; provided further that if during any part of such 90 day period, the Shares issued upon exercise of the Option may not be sold because Optionee has material nonpublic information regarding the Company or is otherwise subject to a trading blackout period under the Company’s Policy Regarding Special Trading Procedures, the Option shall not expire until Optionee shall have had an aggregate of 90 days after the date of Termination of Employment during which Optionee can sell the Shares without being subject to such Optionrestrictions arising under xxxxxxx xxxxxxx laws or Company policy; and provided further that notwithstanding the foregoing , in no event may this Option be exercised more than one year after the date of Termination of Employment; and (ii) In the event of Termination of Employment as a result of Optionee's death or disability (including a Total and Permanent Disability), Optionee shall have one (1) year to exercise the Option as to the extent not theretofore exercised, in respect of all Shares subject to the Option that were vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementTermination of Employment. Notwithstanding the above, the Optionee shall have the right to exercise such in no event may an Option so granted, to the extent not theretofore be exercised, in respect of all Shares subject even as to vested and otherwise exercisable Shares, after the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Expiration Date set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the PlanSection 5 above.

Termination of Employment. 6.1 If the Optionee’s employment is terminated of Optionee with the CompanyCompany or a Subsidiary shall terminate because of Disability or death of Optionee, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon the termination of the Optionee’s employment with the CompanyOption, to the extent not theretofore exercised, the Option shall continue to be valid; provided, however, that: (i) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as of on the date of terminationtermination of employment, shall remain in full force and effect and may be exercised pursuant to the provisions hereof at any time until the earlier of the Expiration Date and the expiration of 12 months following termination of the employment of Optionee, and (b) the Optionee or his legal representative, as the case may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to the extent not theretofore exercisedthen presently exercisable, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as of the date of retirementsuch termination of employment and shall not be exercisable thereafter. 6.2 If the employment of Optionee with the Company or a Subsidiary shall terminate for any reason other than the reasons set forth in Section 6.1 hereof or Qualifying Retirement, as provided in Section 6.3, unless otherwise provided by the Committee, (a) the Option, to the extent then presently exercisable, may be exercised pursuant to the provisions hereof at any time until the earlier of the Expiration Date and the expiration of three months after the date of such termination of employment (except that the three month period shall be extended to 12 months if Optionee shall have die during such three month period), and (b) the right to exercise such Option so grantedOption, to the extent not theretofore exercisedthen presently exercisable, shall terminate as of the date of such termination of employment and shall not be exercisable thereafter. 6.3 Except as provided herein, in respect the event that Optionee's employment terminates by reason of all Shares subject a Qualifying Retirement, the unvested portion of the Option at the time of such termination shall not be forfeited, but shall continue to vest (and, upon vesting, become exercisable) as if Optionee's employment had continued uninterrupted; provided, however, that if Optionee should die after his or her Qualifying Retirement, the Option, to the extent unvested at such time, shall immediately become vested Options, at and shall be exercisable any time up to one until the earlier of the Expiration Date and the expiration of 12 months from the Optionee's date of death. For this purpose, "Qualifying Retirement" shall mean the termination of Optionee's employment by his or her voluntary resignation if (i) at the time of such termination the Optionee is at least 60 years of age and the sum of his or her age (in whole years) and the number of whole years of continuous full-time employment with the Company is at least 70, (ii) the termination is effective no sooner than six (6) months after the later of (1) year from the Date of Grant, and (2) the date Optionee provides written notice to the Chief Executive Officer of the Company of his or her planned retirement date, and (iii) Optionee executes and delivers to the Company a release of claims in a form satisfactory to the Company, does not revoke such release, and the release becomes binding and irrevocable no earlier than the date of termination and no later than the first scheduled vesting date occurring after the date of termination. For the purpose of computing the number of whole years of continuous full-time employment with the Company, (i) employment with a predecessor employer acquired by the Company shall be considered employment with the Company, and (ii) the period of any Company-approved leave of absence shall not be counted as a period of full-time employment. Notwithstanding the foregoing, if subsequent to a Qualifying Retirement, Optionee commences employment with, or otherwise provides services as a consultant or independent contractor to, a competitor of the Optionee’s employment by reason Company ("Commencement of retirement. (b) If the Optionee voluntarily terminates his employmentCompeting Service"), the Optionee shall have the right to exercise such Options that have vestedOption, to the extent not theretofore exercisedunexercised and fully settled prior to the Commencement of Competing Service, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die forfeited, whether or become disabled, not previously or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason otherwise vested. The provisions of death of any such person, written notice of such exercise this Section 6.3 shall be accompanied by a certified copy of letters testamentary or equivalent proof of construed and administered pursuant to the right of such legal representative or other person Newpark Resources, Inc. Retirement Policy, as amended and in effect from time to exercise such Optionstime. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.

Termination of Employment. If Except as otherwise specifically provided in Section 4 of this Annex A with respect to vesting, in The Allstate Corporation Change of Control Severance Plan (to the Optionee’s employment extent such plan is terminated applicable to the Participant) or in another written agreement with the CompanyCompany to which the Participant is a party, if the Participant has a Termination of Employment, the Option and any unexercised portion following provisions shall be subject to the provisions belowapply: (ai) Upon if the termination Participant’s Termination of Employment is on account of death or Disability, then the Optionee’s employment with the CompanyOption, to the extent not theretofore vested, shall vest, and the Option may be exercised, in whole or in part, by the Participant (or his personal representative, estate or transferee, as the case may be) at any time on or before the earlier to occur of (x) the Expiration Date of the Option shall continue to be valid; provided, however, that: and (iy) if the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below), disability (as described in Section 22(e) of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of terminationsuch Termination of Employment; (ii) if the Participant’s Termination of Employment is on account of Retirement at the Normal Retirement Date or Health Retirement Date, the Option to the extent it is not vested, shall continue to vest in accordance with its terms, and when vested, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iii) if the Participant’s Termination of Employment is on account of Retirement at the Early Retirement Date, any portion of the Option that is not vested shall be forfeited, and the Optionee Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or his legal in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) the fifth anniversary of the date of such Termination of Employment; (iv) if the Participant’s Termination of Employment is for any other reason, any portion of the Option that is not vested shall be forfeited, and the Option, to the extent it is vested on the date of Termination of Employment, may be exercised, in whole or in part, by the Participant at any time on or before the earlier to occur of (x) the Expiration Date of the Option and (y) three months after the date of such Termination of Employment; and (v) if (A) the Participant’s Termination of Employment is for any reason other than death and (B) the Participant dies after such Termination of Employment but before the date the Option must be exercised as set forth in the preceding subsections, any portion of the Option that is not vested shall be forfeited and the Option, to the extent it is vested on the date of the Participant’s death, may be exercised, in whole or in part, by the Participant’s personal representative, estate or transferee, as the case may be, at any time on or such Person who acquired such Option by bequest or inheritance or by reason before the earliest to occur of (x) the Expiration Date of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, to (y) the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such Option as herein provided, any unvested Options shall automatically vest and become exercisable as second anniversary of the date of retirement, death and (z) the Optionee shall have the right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination applicable anniversary of the Optionee’s employment by reason Termination of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised by the Optionee’s legal representative if the Optionee should die or become disabled, or by any person who acquired any Options granted hereunder by bequest or inheritance or by reason of death of any such person, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative or other person to exercise such Options. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning Employment as set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plansubsections (i) through (iv) above.

Termination of Employment. If the Optionee’s employment is terminated with the Company, the Option and any unexercised portion shall be subject to the provisions below: (a) Upon In the event of the termination of the Optionee’s employment [Include, if applicable: (including due to retirement)] with the CompanyCompany or any of its Subsidiaries, other than a termination that is either (i) for Cause, or (ii) for reasons of death or Permanent and Total Disability, all vesting of the Option shall cease and the Optionee may exercise the vested portion of the Option at any time within a period ending on the earlier of (a) the last day of the period ending 90 days after such termination of employment or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination (and thereafter this Option shall be deemed terminated and shall not be or become exercisable). (b) In the event of a termination of the Optionee’s employment for Cause, this Option, to the extent not theretofore previously exercised, shall terminate immediately and shall not thereafter be or become exercisable. (c) In the event of termination of employment because of the Optionee’s Permanent and Total Disability, all vesting of the Option shall continue cease and the Optionee (or his or her personal representative) may exercise the vested portion of the Option, within a period ending on the earlier of (a) the last day of the one-year period following the Optionee’s Permanent and Total Disability or (b) the expiration date of this Option, to the extent of the number of shares which were vested but not exercised or otherwise forfeited as of the date of such termination. (d) In the event of the Optionee’s death while employed by the Company or any of its Subsidiaries or within 90 days after a termination of such employment (if such termination was not for Cause), the appropriate persons described in Section 5 hereof or persons to whom all or a portion of this Option is transferred in accordance with Section 4 hereof may exercise this Option, to the extent vested, at any time within a period ending on the earlier of (a) the last day of the twelve month period following the Optionee’s death or (b) the expiration date of this Option. If the Optionee was an employee of the Company at the time of death, all vesting of the Option shall cease as of the date of death, and this Option may be valid; provided, however, that: (i) if so exercised to the extent of the number of shares that were vested but not exercised or otherwise forfeited as of the date of death. If the Optionee’s employment is terminated by dismissal by the Company other than for Cause (as defined below)prior to his or her death, disability (as described in Section 22(e) all vesting of the Code) or death while in the employ of the Company and at a time when the Optionee was entitled to exercise an Option as herein provided, any unvested Options shall automatically vest and become exercisable have ceased as of the date of termination, and the Optionee or his legal representative, as the case this Option may be, or such Person who acquired such Option by bequest or inheritance or by reason of the death of the Optionee, may, not later than fifteen (15) months from the date of death, exercise such Option, be exercised only to the extent not theretofore exercised, in respect of all Shares subject to the vested Options; and (ii) if the employment of the Optionee shall terminate number of shares covered by reason of the Optionee’s retirement (at such age upon such conditions as shall be specified by the Board of Directors), and while the Optionee is entitled to exercise such this Option as herein provided, any unvested Options shall automatically vest and become exercisable which were vested but not exercised or otherwise forfeited as of the date of retirement, such termination. This Option does not confer upon the Optionee shall have the any right to exercise such Option so granted, to the extent not theretofore exercised, in respect of all Shares subject to the vested Options, at any time up to one (1) year from the date of termination of the Optionee’s employment by reason of retirement. (b) If the Optionee voluntarily terminates his employment, the Optionee shall have the right to exercise such Options that have vested, to the extent not theretofore exercised, at any time up to ninety (90) days from the date of termination of the Optionee’s employment, or if the Optionee is discharged for Cause, any Options granted hereunder shall forthwith terminate with respect to any unexercised portion thereof. (c) If any Options granted hereunder shall be exercised continuance of employment by the Optionee’s legal representative if the Optionee should die or become disabled, Company or by any person who acquired of its Subsidiaries. This Option shall not be affected by any Options granted hereunder by bequest or inheritance or by reason change of death of any such person, written notice of such exercise shall employment so long as the Optionee continues to be accompanied by a certified copy of letters testamentary or equivalent proof an employee of the right Company or one of such legal representative or other person to exercise such Optionsits Subsidiaries. (d) For all purposes of this Agreement, the term “Cause” shall have the meaning set forth in the Optionee’s employment agreement with the Company, or if no such agreement exists or is then in effect, then the meaning as defined in the Plan.