Common use of Termination of Option Clause in Contracts

Termination of Option. If Optionee’s Continuous Service is terminated for any reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service In the event that the employment of the Optionee with the Corporation is terminated for any reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causereason, the Option shall remain exercisableOptionee may exercise Options granted hereunder, with respect to the number of shares for which the Optionee is on that date vested, within three (3) months after the date of Stock that had such termination; provided, however, that: (i) If such termination is because of the Optionee's death or disability, then such Options may only be exercised with respect to the number of shares for which the Optionee is vested at the date of termination and by the Optionee, the Optionee's legal representative or a person who acquired the right to exercise such Option by bequest or inheritance or by reason of the death of the Optionee, as the case may be (hereinafter such person is referred to as the "Optionee"), within one (1) year after the date of Optionee's termination on account of death or disability. In the event of an exercise under the terms of this Agreement subsection by someone other than the original Optionee, appropriate proof of such person's authority to act on behalf of the Optionee or his or her estate must be provided to the Corporation. (ii) If Optionee's employment is terminated for "cause" all Options issued hereunder shall terminate immediately. (iii) If Optionee's employment is terminated on or before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 fifth anniversary of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise other than for the Option shall terminate. If Optionee’s Continuous Service is terminated because of reasons set forth in subsections (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causethis Section 2.2, the Option Optionee shall be entitled to exercise all Options issued hereunder which remain exercisable, with respect unexercised to the shares extent such Options have vested at such time. (iv) In no event (including by death of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year Optionee) may any Options granted hereunder be exercised after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 fifth anniversary of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. Unless the Option terminates earlier as provided in this Section 6 the Option shall terminate and become null and void at the close of business at the Company’s principal business office on the day before the date of the tenth anniversary of the Grant Date (the “Option General Expiration Date”). If OptioneeOptionee ceases to be an employee of the Company for any reason the Option shall not continue to vest after such cessation of service as an employee of the Company. (a) If Optionee ceases to be an employee of the Company and any Subsidiary Corporation and other Affiliate due to death or Disability, (i) the portion of the Option that was exercisable on the date of such cessation of employment shall remain exercisable for, and shall otherwise terminate and become null and void at the close of business at the Company’s Continuous Service is terminated principal business office on the day that is, twelve (12) months after the date of such death or Disability, but in no event after the Option General Expiration Date; and (ii) the portion of the Option that was not exercisable on the date of such cessation of employment shall be forfeited and become null and void immediately upon such cessation. (b) If Optionee ceases to be an employee of the Company or a Subsidiary Corporation or any other Affiliate for any reason other than death or Disability (i) the Disability (as defined in the Plan) or death portion of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before was exercisable on the date of such terminationcessation of employment shall remain exercisable for, for a period and shall otherwise terminate and become null and void at the close of 90 days business at the Company’s principal business office on the day that is three (3) months after the date of such termination (cessation of employment, but in no event later than the expiration date of after the Option specified in Section 3 of this Agreement)General Expiration Date, following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date portion of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall was not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business exercisable on the date of such termination. For purposes cessation of this Agreement, “cause” employment shall mean be forfeited and become null and void immediately upon such cessation. (xc) Upon the breach of a material obligation death of Optionee under any agreement between Optionee and prior to the Companyexpiration of the Option, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of a felony offense or a crime involving moral turpitudedescent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option with respect to the number of shares that Optionee would have been entitled to exercise if he were still alive.

Termination of Option. If Optionee’s Continuous Service is terminated for any reason other than (ia) The Optionee may exercise the Disability Option (as defined in but only to the Plan) or death extent the Option was exercisable at the time of Optionee or (ii) the Company’s termination of the Optionee’s employment without causewith the Corporation, its parent or any of its subsidiaries) at any time within three (3) months following the termination of the Optionee’s employment with the Corporation, its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee’s employment is for cause or is otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall remain exercisableexpire immediately upon such termination. If the Optionee is a natural person who dies while in employment with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time within the twelve (12) month period following the date of death. If the Optionee is a natural person whose employment with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this Option may be exercised, to the extent of the number of shares of Stock that had vested under with respect to which the terms of this Agreement before Optionee could have exercised it on the date the employment was terminated, at any time within the twelve (12) month period following the date of such termination, for a period of 90 days after the date of such termination (but in no event not later than the scheduled expiration date date. At the expiration of such three (3) or twelve (12) month period or the scheduled expiration date, whichever is the earlier, this Option shall terminate and the only rights hereunder shall be those as to which the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of was properly exercised before such termination. (ib) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect Anything contained herein to the shares of Stock that had vested under the terms of this Agreement before the date of such terminationcontrary notwithstanding, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning affected by any change of duties or position of the Code if Optionee (including a transfer to or from the Option is exercised more than 90 days following Corporation, its parent or any of its subsidiaries) so long as the termination Optionee continues in a Business Relationship with the Corporation, its parent or any of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeits subsidiaries.

Termination of Option. If The Option shall terminate and expire upon the earlier of: (b) The expiration of three months from the date of the Optionee’s Continuous Service is terminated for any reason 's termination of employment or directorship with the Company other than by reason of termination for death; (ic) The expiration of one year from the Disability date of the Optionee's termination of employment or directorship with the Company or one of its Subsidiaries by reason of death; (as defined in d) The termination of the Plan) Option pursuant to Section 5 hereof. A termination of employment or death directorship by reason of the death, retirement or permanent disability of the Optionee or (ii) otherwise shall not accelerate or otherwise affect the Company’s termination number of Optionee’s employment without cause, Shares with respect to which the Option shall remain exercisablemay be exercised, and the Option may only be exercised with respect to the shares number of Stock that had vested under the terms of this Agreement before the date of such termination, Shares for a period of 90 days after which it was exercisable at the date of such termination of employment. In the event of the Optionee's death, the Option may be exercised prior to its expiration or termination by his personal representative, or if there is no personal representative, by his heir or legatee. Termination of employment or directorship (but in no event later other than by reason of death) for purposes hereof shall be the expiration date of the Option specified in Section 3 Optionee's retirement under the normal retirement policies of this Agreement), following which 90-day period this Agreement and the Company or the Optionee’s right to exercise 's retirement with the Option shall terminate. If Optionee’s Continuous Service is terminated approval of the Committee because of (i) disability other than permanent disability; the Disability date the Optionee receives notice or death of advice that his employment or directorship is terminated; or the date the Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect ceases to render his services to the shares Company (absences for temporary illness and emergencies, and vacations or leaves of Stock absence approved in writing by the Committee excepted). The fact that had vested under the terms of this Agreement before Optionee may receive payment from the date of such Company after termination for vacation pay, for services rendered prior to termination, for a period salary in lieu of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement)notice, following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option or for other benefits shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following affect the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudedate.

Termination of Option. Any Option which has not been exercised by the Expiration Date shall automatically terminate and be cancelled. If Optionee’s Continuous Service is terminated for any reason other than (i) the Disability (as defined in employment of Employee terminates prior to the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeExpiration Date, the Option shall remain exercisablewill terminate at the time employment terminates; if termination is due to disability of Holder, with respect to the shares of Stock that had vested under the terms of this Agreement before Holder or his or her legal representatives will have no more than three (3) months from the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right disability to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeOption, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of extent such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business was exercisable on the date of such terminationdisability; if termination is due to death of Holder, his or her legal representatives will have no more than one (1) year from the date of death to exercise the Option, to the extent such Option was exercisable on the date of such death. For purposes Employee shall be deemed disabled if unable to engage in any substantial gainful activity with the Corporation by reason of this Agreementany medically determinable physical or mental impairment which can be expected to result in death or which has lasted, “cause” shall mean or can be expected to last, for a continuous period of not less than twelve (x12) months. Any Option not exercised prior to the breach disposition of all or substantially all of the assets of the Corporation or an amount of the outstanding capital stock of the Corporation sufficient to constitute effective control of the Corporation by means of a material obligation of Optionee under any agreement between Optionee and the Companysale, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optioneemerger, reorganization, separation, liquidation, or any other transaction in which the Corporation does not survive shall terminate and cease to be exercisable upon the consummation of such transaction unless the Option is expressly assumed in writing by the successor to the Corporation or the successor’s parent or subsidiary. The Committee shall provide Employee with at least ten (z10) Optionee’s conviction days’ advance written notice prior to the consummation of any such pending sale, merger, reorganization, separation, liquidation or other transaction to enable Employee to exercise any then vested Options prior to consummation of the transaction. Any Option not exercised in a felony offense or a crime involving moral turpitudetimely manner as set forth herein shall automatically terminate and be cancelled.

Termination of Option. (a) This Option shall terminate on the Expiration Date and must be exercised, if at all, on or before the Expiration Date. This Option shall be subject to earlier termination if the Optionee ceases to be considered a consultant of the Company. The Optionee shall be considered to be a consultant of the Exhibit 10.3 Company if engaged by the Company or any Affiliate (as defined in the Plan) to render services and is compensated for such services, including as an advisor. The payment of a director's fee by the Company shall not render a director a consultant hereunder. The Administrator (as defined in the Plan) shall have discretion to determine whether the Optionee has ceased to be a consultant of the Company or any Affiliate of the Company and the effective date on which such consulting relationship terminated (the "Termination Date"). (b) If Optionee’s Continuous Service is terminated the Optionee ceases to be a consultant to the Company or any Affiliate of the Company for any reason other than (i) the reason, except death, Disability (as defined in the Plan) ), or death of Optionee or (ii) the Company’s termination of Optionee’s employment without the Consultant for "cause" (as defined in the Plan), the Option shall remain exercisablethis Option, with respect to the shares of Stock extent (and only to the extent) that had vested under it would have been exercisable by the terms of this Agreement before Optionee on the date of such terminationTermination Date, for a period of 90 days may be exercised by the Optionee within three months after the date of such termination (Termination Date, but in any event no event later than the expiration date Expiration Date. Notwithstanding the foregoing, in the event of the Option specified in Section 3 Optionee's death or Disability within three months after the termination of this Agreement)consultancy, following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the 's Survivors may exercise this Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of within one year after the date of such the Optionee's termination (but in any event no event later than the expiration Expiration Date. (c) If the Optionee's consultancy with the Company or any Affiliate of the Company is terminated because of the death or Disability of the Optionee, this Option may be exercised by the Optionee (or the Optionee's Survivor) within one year after the Termination Date, but in any event no later than the Expiration Date. In such event this Option shall be exercisable: (i) to the extent that this Option has become exercisable but has not been exercised as of the date of death or Disability; and (ii) in the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right event rights to exercise this Option accrue periodically over time, to the Option extent of a pro rata portion through the date of death or Disability of any additional vesting rights that would have accrued on the next vesting date had the Optionee not died or become Disabled. The proration shall terminate; provided that be based upon the Option shall not be treated as an “incentive stock option” within number of days accrued in the meaning current vesting period prior to the date of death or Disability. (d) If the Code if Optionee's consultancy with the Option is exercised more than 90 days following the termination Company or any Affiliate of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for "cause, this Agreement and Optionee’s " (as defined in the Plan) the right to exercise all or any portion of this Option shall terminate immediately as of the time the Optionee is notified his or her consultancy is terminated for cause. Notwithstanding anything herein to the contrary, if subsequent to an Optionee's termination but prior to the exercise of this Option, whether the Board of Directors of the Company determines that, either prior or not vestedsubsequent to the Optionee's termination, the Optionee engaged in conduct which would constitute "cause" then the Optionee shall terminate at immediately cease to have any right to exercise this Option and this Option shall thereupon terminate. (e) Nothing in the commencement of business Plan or this Option shall confer on the date Optionee any right to continue as a consultant with the Company or any Affiliate or limit in any way the right of such termination. For purposes of this Agreementthe Company or any Affiliate to terminate the Optionee's consulting relationship at any time, “with or without cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated The option hereby granted shall terminate and be of no force or effect upon the happening of the first to occur of the following events: (a) The expiration of the time allowed for any reason other than exercise of this option as specified in Section 2 of this Agreement. (ib) Subject to the Disability (as defined in the Plan) or death provisions of Optionee or (ii) the Company’s termination of Optionee’s employment without causeSection 2, the Option shall remain exercisable, with respect to the shares expiration of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 ninety days after the date of such the termination (but in no event later than the expiration date whether voluntary or involuntary) of the Option specified Optionee's employment with the Corporation and all Subsidiaries (other than as a result of his death or permanent disability while in Section 3 of this Agreementthe Corporation's employment or his retirement), following which 90. During such ninety-day period this Agreement and Optionee’s period, the Optionee shall have the right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, this option only with respect to the any or all shares of Stock that had vested under the terms of this Agreement before the date of such termination, which were available for a period of one year after purchase by him on the date of such termination of employment. In the event of Optionee's death or permanent disability after termination of employment and during such ninety-day period, such deceased Optionee's estate, personal representative or beneficiary or such disabled Optionee's duly authorized legal guardian or representative (but in no event later than if any), as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (c) Subject to the provisions of Section 2, the expiration of 36 calendar months after the date of the Option specified in Section 3 Optionee's retirement (commencing with the first full calendar month after such date) immediately following a period of this Agreement)continuous employment by the Corporation. During such period, following which one-year period this Agreement and Optionee’s the Optionee shall have the right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee this option with respect to any or all shares which were available for purchase by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business him on the date of such termination. For purposes of this Agreement, “cause” shall mean retirement (x) taking into account the breach of a material obligation of Optionee under any agreement between Optionee accelerated vesting provisions in Section 2 applicable upon retirement and the Companyforfeiture provisions of Section 5). In the event of Optionee's death or permanent disability after retirement and during such period, such deceased Optionee's estate, personal representative or beneficiary, or such disabled Optionee's duly authorized legal guardian or representative (y) gross negligence if any), as the case may be, may exercise this option within such period with respect to any or willful or intentional wrongdoing or misconduct all shares which were available for purchase by the Optionee on the part date of his death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (d) Subject to the provisions of Section 2, the expiration of 36 calendar months after the date of permanent disability of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such disabled Optionee or the Optionee's legal guardian or representative, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability (taking into account the accelerated vesting provisions in Section 2 applicable upon death or disability and the forfeiture provisions of Section 5). In the event of Optionee's death while permanently disabled under this Agreement and during such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death and which had not been purchased by him prior to his death. (ze) Subject to the provisions of Section 2, the expiration of 12 calendar months after the date of death of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such deceased Optionee’s conviction 's estate, personal representative or beneficiary, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of a felony offense his death (taking into account the accelerated vesting provisions in Section 2 applicable upon death or a crime involving moral turpitude.disability and the forfeiture provisions of Section 5). Except in the case of disability, Optionee's date of termination

Termination of Option. If Optionee’s 's Continuous Service is terminated for any reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s 's termination of Optionee’s 's employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day 90‑day period this Agreement and Optionee’s 's right to exercise the Option shall terminate. If Optionee’s 's Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s 's termination of Optionee’s 's employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s 's right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s 's Continuous Service as a result of the Company’s 's termination of Optionee’s 's employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s 's right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s 's conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated Except as otherwise provided in Section 2.8 hereof, the Option, to the extent not heretofore exercised, shall terminate sixty (60) days after the Optionee ceases to serve as a Director for any reason (other than (i) death or disability), provided, that the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, may exercise the Option during such sixty (60) day period only as to such shares which were exercisable in accordance with Section 2.5 hereof on or prior to 5:00 p.m. on the last date which the Optionee served as a Director. (a) Should the Optionee cease to serve as a Board member for any reason (other than death or permanent disability) while holding one or more Options under this Agreement, then the Optionee shall have a sixmonth period following the date of such cessation of Board service in which to exercise each such Option for any or all of the Option Shares in which the Optionee is vested at the time of such cessation of Board service. Each such Option shall immediately terminate and cease to remain exercisableoutstanding, at the time of such cessation of Board service, with respect to any Options in which the Optionee is not otherwise at that time vested. (b) Should the Optionee die within six months after cessation of Board service, then any Option held by the Optionee at the time of death may subsequently be exercised, for any or all of the underlying shares in which the Optionee is vested at the time of Stock that had vested under his or her cessation of Board service (less any Option Shares subsequently purchased by the terms Optionee prior to death), by the personal representative of this Agreement before the Optionee's estate or by the person or persons to whom the Option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution. The right to exercise each such Option shall lapse upon the expiration of the 12 month period measured from the date of such terminationthe Optionee's death. (c) Should the Optionee die or become permanently disabled while serving as a Board member, for then the Common Stock at the time subject to the Option shall immediately vest in full, and the Optionee (or the representative of the Optionee's estate or the person or persons to whom the option is transferred upon the Optionee's death) shall have a 12 month period of 90 days after following the date of such termination (but the Optionee's cessation of Board service in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the such Option shall terminate. If Optionee’s Continuous Service is terminated because for any or all of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had those vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeCommon Stock.

Termination of Option. (a) The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option Term"). (b) If Optionee’s Continuous Service is terminated the Participant has an exercisable Option (in whole or in part) as of the date of the Participant's voluntary termination of employment with the Company, then the exercisable portion of such Option shall remain exercisable for any reason other than a period equal to the lesser of (i1) the Disability (as defined in remainder of the Plan) or death of Optionee Option Term or (ii2) the Company’s date which is 60 days after the date of Participant's voluntary termination of Optionee’s employment. (c) Upon termination of the Participant's employment without causewith the Company by reason of Normal Retirement, the Option shall become immediately one hundred percent (100%) vested, and the Participant shall have until the expiration of the Option Term to exercise the Option. (d) Upon termination of the Participant's employment with the Company by reason of Early Retirement or Disability, any portion of the Option that is not yet vested shall continue to vest and to be exercisable in accordance with the provisions of Sections 2 and 3 of this Award Agreement and, once vested, the Option shall remain exercisableexercisable until the expiration of the Option Term unless, prior thereto, the Participant reaches age 65, at which time all remaining Options shall vest. (e) Upon termination of the Participant's employment with respect to the shares Company by reason of Stock Divestiture, any portion of the Option that had vested under the terms as of this Agreement before the date of such terminationtermination is not yet exercisable shall become null and void as of the date of termination and the portion, if any, of the Option that is exercisable as of the date of termination shall remain exercisable for a period equal to the lesser of 90 days after (1) the date of such termination (but in no event later than the expiration date remainder of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of Term or (i2) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of which is one year after the date of such termination termination. (but in no f) In the event later than the expiration date of death of the Participant, regardless whether the Participant had previously retired (either Early Retirement or Normal Retirement) or was Disabled at the time of death, the Option specified in Section 3 of this Agreement), shall become immediately one hundred percent (100%) vested and the Participant's Designated Beneficiary shall have twelve (12) months following the Participant's death during which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that Option. (g) A transfer of the Option Participant's employment between the Company and any Subsidiary of the Company, shall not be treated as an “incentive stock option” within the meaning deemed to be a termination of the Code if Participant's employment. (h) Notwithstanding any other provisions set forth herein or in the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoingPlan, if the employment Participant shall (i) commit any act of Optionee by malfeasance or wrongdoing affecting the Company is terminated for cause, this Agreement and Optionee’s right to exercise or any portion Subsidiary of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (yii) gross negligence breach any covenant not to compete, or willful employment contract with the Company or intentional wrongdoing or misconduct on any Subsidiary of the part of OptioneeCompany, or (ziii) Optionee’s conviction engage in conduct that would warrant the Participant's discharge for cause (excluding general dissatisfaction with the performance of a felony offense the Participant's duties, but including any act of disloyalty or a crime involving moral turpitudeany conduct clearly discrediting the Company or any Subsidiary or Affiliate of the Company), any unexercised portion of the Option shall immediately terminate and be void.

Termination of Option. (a) This Option shall terminate on the Expiration Date and must be exercised, if at all, on or before the Expiration Date. This Option shall be subject to earlier termination if the Employee ceases to be employed by the Company. The Employee shall be considered to be employed by the Company if such person is employed by the Company or any Affiliate (as defined in the Plan) of the Company. The payment of a director's fee by the Company shall not be sufficient to constitute employment by the Company. The Administrator (as defined in the Plan) shall have discretion to determine whether the Employee has ceased to be employed by the Company or any Affiliate of the Company and the effective date on which such employment terminated (the "Termination Date"). (b) If Optionee’s Continuous Service is terminated the Employee ceases to be employed by the Company or any Affiliate of the Company for any reason other than (i) the reason, except death, Disability (as defined in the Plan) ), or death of Optionee or (ii) the Company’s termination of Optionee’s employment without the Employee for "cause" (as defined in the Plan), the Option shall remain exercisablethis Option, with respect to the shares of Stock extent (and only to the extent) that had vested under it would have been exercisable by the terms of this Agreement before Employee on the date of such terminationTermination Date, for a period of 90 days may be exercised by the Employee within three months after the date of such termination (Termination Date, but in any event no event later than the expiration date Expiration Date. Notwithstanding the foregoing, in the event of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise Employee's death or Disability within three months after the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeemployment, the Employee or the Employee's Survivors may exercise this Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of within one year after the date of such the Employee's termination (but in any event no event later than the expiration Expiration Date. (c) If the Employee's employment with the Company or any Affiliate of the Company is terminated because of the death or Disability of the Employee, this Option may be exercised by the Employee (or the Employee's Survivor) within one year after the Termination Date, but in any event no later than the Expiration Date. In such event this Option shall be exercisable: (i) to the extent that this Option has become exercisable but has not been exercised as of the date of death or Disability; and (ii) in the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right event rights to exercise this Option accrue periodically over time, to the Option extent of a pro rata portion through the date of death or Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not died or become Disabled. The proration shall terminate; provided that be based upon the Option shall not be treated as an “incentive stock option” within number of days accrued in the meaning current vesting period prior to the date of death or Disability. (d) If the Code if Employee's employment with the Option is exercised more than 90 days following the termination Company or any Affiliate of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for "cause, this Agreement and Optionee’s " (as defined in the Plan) the right to exercise all or any portion of this Option shall terminate immediately as of the time the Employee is notified his or her employment is terminated for cause. Notwithstanding anything herein to the contrary, if subsequent to an Employee's termination but prior to the exercise of this Option, whether the Board of Directors of the Company determines that, either prior or subsequent to the Employee's termination, the Employee engaged in conduct which would constitute "cause" then the Employee shall immediately cease to have any right to exercise this Option and this Option shall thereupon terminate. (e) Nothing in the Plan or this Option shall confer on the Employee any right to continue in the employ of the Company or any Affiliate of the Company or limit in any way the right of the Company or any Affiliate of the Company to terminate the Employee's employment at any time, with or without cause. The Employee acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not vestedcreate any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall terminate be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the commencement sole discretion of business on the date Company; (iv) that the Employee's participation in the Plan is voluntary; (v) that the value of such termination. For the Option is an extraordinary item of compensation which is outside the scope of the Employee's employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of this Agreementcalculating any severance, “cause” shall mean (x) the breach resignation, redundancy, end of a material obligation of Optionee under any agreement between Optionee and the Companyservice payments, (y) gross negligence bonuses, long-service awards, pension or willful retirement benefits or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudesimilar payments.

Termination of Option. The Option shall terminate and be no longer exercisable after , 20 ; provided, however, that the Option shall sooner terminate as follows: (a) If Optioneethe Option Holder’s Continuous Service is terminated employment with the Company or any of its subsidiaries terminates for any reason other than (i) the Disability (as defined in the Plan) Option Holder’s death or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causepermanent and total disability, then the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before terminate on the date of such termination, for a period of 90 days that is three months after the date of such termination (but in no event later than the expiration effective date of the Option specified in Section 3 Holder’s termination of this Agreement)employment. (b) If the Option Holder’s employment with the Company or any of its subsidiaries terminates because of his permanent and total disability, following which 90-day period this Agreement and Optionee’s right to exercise then the Option shall terminate. If Optionee’s Continuous Service terminate on the date that is terminated because one year after the effective date of (i) the Disability or death of Optionee or (ii) the CompanyOption Holder’s termination of Optioneeemployment due to disability. (c) If the Option Holder’s employment without causewith the Company or any of its subsidiaries terminates by reason of death, then the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before terminate on the date of such termination, for a period of that is one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of Holder’s death. The Option may be exercised during this Agreement), following which one-year period by the person or persons to whom the Option Holder’s rights under the Option pass by will or by the laws of descent and distribution. (d) If the Company shall be a party to any merger or consolidation in which it is not the surviving corporation or pursuant to which the shareholders of the Company exchange their Common Stock, or if the Company shall dissolve or liquidate or sell all or substantially all of its assets, then in accordance with the last paragraph of Section 1 of this Agreement and Optionee’s right Agreement, the Option Holder shall be provided the opportunity to exercise participate in the transaction on the same basis as other shareholders of the Company with respect to all shares subject to the Option (less any shares previously purchased pursuant to the Option), but if the Option Holder elects not to participate on the same basis as other shareholders, the Option shall terminateterminate on the effective date of such merger, consolidation, dissolution, liquidation or sale; provided provided, however, that the Board of Directors, in its sole discretion, may, prior to such effective date, accelerate the time at which the Option shall not may be treated as an “incentive stock option” within exercised, may authorize a payment to the meaning of Option Holder that approximates the Code economic benefit that would be realized if the Option is were exercised more than 90 days following immediately before the effective date, may authorize a payment in such other amount as it deems appropriate to compensate the Option Holder for termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at may arrange for the commencement granting of business on a substitute option to the date Option Holder. Any Option that may be exercised for a period following termination of the Option Holder’s employment may be exercised only to the extent it was exercisable immediately before such termination and in no event after the Option would expire by its terms without regard to such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated Optionee shall cease to be affiliated with the Company or a Subsidiary as an employee, director or consultant, this option shall terminate in accordance with the following: (a) If Optionee ceases to be affiliated with the Company or a Subsidiary and such affiliation ceases for any reason other than death, retirement or permanent total disability, Optionee may exercise this option within the thirty (i30) day period following such cessation of affiliation, but only to the Disability extent that this option was exercisable at the date of such cessation of affiliation. (b) If Optionee is an employee and ceases to be affiliated with the Company or a Subsidiary and such affiliation ceases as defined in the Plan) or death of Optionee or (ii) the Company’s termination a result of Optionee’s employment without cause's normal retirement, the Option shall remain exercisable, with respect to the shares of Stock that had vested permanent total disability or early retirement under the terms of a retirement or pension plan maintained by the Company or a Subsidiary and in which Optionee is a participant, Optionee may exercise this Agreement before option within the ninety (90) day period following such cessation of affiliation, but only to the extent that this option was exercisable at the date of such termination, for cessation of affiliation. (c) If Optionee ceases to be affiliated with the Company or a period of 90 days after the date of Subsidiary and such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service affiliation ceases as a result of Optionee's death, this option may be exercised within the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoingone (1) year period following such death, if the employment of Optionee and then only by the Company is terminated for causebeneficiary designated by Optionee or by the person or persons to whom Optionee's rights under this option shall pass by Optionee's will or by the laws of descent and distribution, but only to the extent that this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate option was exercisable at the commencement of business on the date of Optionee's death. (d) If Optionee is an employee of the Company or a Subsidiary and is on a leave of absence pursuant to the terms of The Company's Administrative Policy No. B-11 "Unpaid Personal Leave of Absence", Optionee shall not during the period of such terminationabsence be deemed, by virtue of such absence alone, to have terminated Optionee's employment with the Company or a Subsidiary. Unless Optionee is on a Medical Leave (as hereinafter defined), all rights which Optionee would have had to exercise the option will be suspended during the period of such leave of absence. Upon Optionee's return to the Company or a Subsidiary, all rights to exercise the option shall be restored to the extent the option is exercisable at that time. If Optionee is on a Medical Leave, Optionee shall have all rights to exercise the option that Optionee would have had if Optionee were not on a Medical Leave. For purposes of this AgreementSection 4(d), “cause” "Medical Leave" shall mean be defined as a leave of absence for medical reasons which shall begin after ninety-one (x91) consecutive calendar days of total disability leave and shall remain in effect until the breach earlier of a material obligation release by the attending physician for Optionee to return to work or until the termination of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeemployment.

Termination of Option. If Optionee’s Continuous Service is terminated for The Option shall terminate as described below. (a) Except as provided in subparagraphs (b), (c), (d), (e) and (f) below, the Option, to the extent that it has not previously expired or been exercised, and regardless of any reason other than vesting pursuant to Paragraph 3 hereof, shall terminate on the earlier of (i) the Disability (as defined in date that the Plan) or death of Optionee or is “discharged for cause,” (ii) the Companydate the Optionee gives notice that the Optionee terminates his or her employment with the Bank for a reason other than retirement or disability or following a change in control of the Bank, or (iii) the date which is ten years from the Date of Grant. The phrase “discharged for cause” shall include termination at the sole discretion of the Bank’s termination Board of Directors because of the Optionee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease and desist order, or material breach of any provision of any employment agreement that the Optionee may have with the Bank. (b) In the event that the Optionee’s employment without cause, is terminated by the Option shall remain exercisable, with respect Bank prior to the shares date which is ten years after the Date of Stock Grant under circumstances that had vested under do not constitute “discharge for cause,” the terms of this Agreement before Optionee shall have the date of such terminationright to exercise the Option, for a period of 90 days to the extent that it has not previously expired or been exercised, at any time within three months after the date of such termination of employment, but in no event later than ten years after the Date of Grant, with respect to the number of shares for which it was or had become exercisable under its terms at the time the Optionee’s employment terminated, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. (c) In the event the Optionee retires prior to the date which is ten years after the Date of Grant, the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or been exercised, immediately in full and at any time within three months after the date of retirement, but in no event later than ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. For purposes of this Agreement, the term “retirement” shall mean, subject to Board approval in each instance, (i) termination of the Optionee’s employment under conditions which would constitute retirement under any tax qualified retirement plan maintained by the Bank or (ii) attaining age 65. (d) In the event the Optionee becomes disabled prior to the date which is ten years after the Date of Grant, the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or been exercised, notwithstanding any limitation placed on the exercise of the Option by the Plan or by this Agreement, immediately in full and at any time within 12 months after the last date on which the Optionee provided services as an officer or an employee of the Bank before being disabled, but in no event later than ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. For purposes of this Agreement, the term “disability” shall be defined in the same manner as such term is defined in Section 22(e)(3) of the Internal Revenue Code. (e) Notwithstanding anything else herein, in the event that an Optionee should die (i) while employed by the Bank or any of its subsidiaries, (ii) within three months after retirement, (iii) within three months after Optionee’s termination following a change in control, or (iv) within 12 months after Optionee’s termination by reason of Optionee’s disability, the Option, to the extent it has not previously expired or been exercised, shall be exercisable, according to its terms, by the personal representative, the executor or administrator of the Optionee’s estate, or any person or persons who acquired the Option by bequest or inheritance from the Optionee, notwithstanding any limitation placed on the exercise of the Option by the Plan or by this Agreement, immediately in full and at any time within 12 months after the date of death of the Optionee, but in no event later than the expiration earlier of the date which is 12 months following the date of the Option specified Optionee’s death or the date which is ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. (f) In the event the Optionee’s employment with the Bank is terminated following a change in Section 3 control of this Agreementthe Bank, then, subject to the provisions of Paragraph 11(b), following which 90-day period this Agreement and Optionee’s the Optionee shall have the right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeOption, the Option shall remain exercisable, with respect to the shares of Stock extent that had vested under the terms of this Agreement before the date of such terminationit has not previously expired or been exercised, for a period of one year immediately in full and at any time within three months after the date of such termination (termination, but in no event later than ten years after the expiration date Date of Grant, and, to the Option specified in Section 3 of this Agreement)extent not so exercised during that period, following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, it shall terminate at the commencement and be of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence no further force or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeeffect.

Termination of Option. If Optionee’s Continuous Service is terminated The Option shall terminate as described below. (a) Except as provided in subparagraphs (b), (c), (d) and (e) below, the Option, to the extent that it has not previously expired or been exercised, shall terminate on the earlier of (i) the date the Optionee leaves the Board for any reason other than (i) the Disability (Optionee’s retirement, disability, death, or as defined a result of a change in control of the Plan) or death of Optionee Bank or (ii) the Company’s termination date which is ten years after the Date of Optionee’s employment without causeGrant. (b) In the event the Optionee retires prior to the date which is ten years after the Date of Grant, the Option Optionee shall remain exercisable, with respect to have the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeOption, the Option shall remain exercisable, with respect to the shares of Stock that had vested under extent it has not previously expired or been exercised, for the terms of this Agreement before the date remainder of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which oneten-year period this Agreement and Optionee’s right period, and, to exercise the Option shall terminate; provided extent not so exercised during that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoingperiod, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, it shall terminate at the commencement and be of business on the date of such terminationno further force or effect. For purposes of this Agreement, the term “causeretirement” shall mean (x) the breach any termination of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct an Optionee’s membership on the part Board (i) at any time after attaining age 62 with the approval of Optioneethe Board, or (zii) at the election of the Optionee, at any time after not less than five years service as a member of the Board, computed on a cumulative basis. (c) In the event the Optionee leaves the Board by reason of such Optionee’s conviction disability prior to the date which is ten years after the Date of Grant, the Optionee shall have the right to exercise the Option, to the extent it has not previously expired or been exercised, for the remainder of such ten-year period, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. For purposes of the Plan, the term “disability” shall be defined as may be determined by the Board, from time to time, generally or with respect to any individual Optionee. (d) In the event the Optionee dies while serving on the Board or after his or her retirement or after his or her leaving by reason of disability or following a change in control, and prior to the date which is ten years after the Date of Grant, the Option, to the extent it has not previously expired or been exercised, shall be exercisable, according to its terms, by the personal representative, the executor or the administrator of the Optionee’s estate, or the person or persons who acquired the Option by bequest or inheritance from the Optionee, at any time within 12 months after the date of death of the Optionee, but in no event may the Option be exercised later than the earlier of the date which is 12 months following the date of the Optionee’s death or the date which is ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. (e) In the event the Optionee leaves the Board as a result of a felony offense change in control of the Bank prior to the date which is ten years after the Date of Grant, then, subject to Paragraph 10(b), the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or a crime involving moral turpitudebeen exercised, for the remainder of such ten-year period, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect.

Termination of Option. If Optionee’s Continuous Service is terminated (a) In the event Participant ceases to be an Employee of the Company or any Subsidiary for any reason other than (i) the Disability (as defined in determined by the PlanBoard of Directors) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causedeath, the Option shall remain exercisablethis Option, with respect to the shares of Stock that had vested under the terms of this Agreement before including any unexercised portion thereof, which was otherwise exercisable on the date of such termination, for shall expire unless exercised within a period of 90 days after three (3) months from the date of such termination (on which Participant ceased to be an Employee, but in no event later than after the expiration date Expiration Date. Except as may be otherwise provided elsewhere herein, any portion of the Option specified in Section 3 that is not vested at the time Participant ceases to be an Employee shall immediately terminate. In the event of the death of Participant during this Agreement)three (3) month period, following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability be exercisable by his or death of Optionee her personal representatives, heirs or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect legatees to the shares of Stock same extent that Participant could have exercised this Option if he or she had vested under not died, for the terms of this Agreement before three (3) months from the date of such terminationdeath, for a period of one year after the date of such termination (but in no event later than after the expiration date Expiration Date. (b) In the event of the Disability of Participant while an Employee of the Company or any Subsidiary, that portion of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business had become exercisable on the date of such terminationDisability shall be exercisable for twelve (12) months after the date of Disability, but in no event after the Expiration Date. For purposes The Committee may require such proof of this Agreement, “cause” shall mean (x) Disability as the breach of a material obligation of Optionee under any agreement between Optionee Committee in its sole and absolute discretion deems appropriate and the CompanyCommittee’s determination as to whether Participant has incurred a Disability shall be final and binding on all parties concerned. (c) In the event of the death of Participant while an Employee of the Company or any Subsidiary, or during the twelve (y12) gross negligence or willful or intentional wrongdoing or misconduct month period after the date of Disability of Participant, that portion of the Option which had become exercisable on the part date of Optioneedeath shall be exercisable by his or her personal representatives, heir or legatees at any time prior to the expiration of twelve (z12) Optionee’s conviction months from the date of a felony offense or a crime involving moral turpitudethe death of Participant, but in no event after the Expiration Date.

Termination of Option. If Optionee’s Continuous In the event that the Participant ceases to perform Service is terminated for any member of the Company Group at any time prior to the exercise of this Option in full, this Option shall terminate according to the following provisions: (a) If the Participant ceases to perform Service by reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeresignation, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for Participant may at any time within a period of 90 thirty (30) days after the date of such termination (but in no event later than the expiration date cessation of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to Service exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) to the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, extent that the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before was exercisable on the date of such terminationcessation; (b) If the Participant ceases to perform Service for any reason other than resignation, for death or Disability, the Participant may at any time within a period of one year sixty (60) days after the date of such termination (but in no event later than the expiration date cessation of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to Service exercise the Option shall terminate; provided to the extent that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business was exercisable on the date of such terminationcessation; (c) If the Participant ceases to perform Service because of Disability, the Participant may at any time within a period of one hundred eighty (180) days after the date of such cessation of Service exercise the Option to the extent that the Option was exercisable on the date of such cessation; and (d) If the Participant ceases to perform Service because of death, the Option, to the extent that the Participant was entitled to exercise it on the date of death, may be exercised within a period of one hundred eighty (180) days after the Participant’s death by the person or persons to whom the Participant’s rights under the Option shall pass by will or by the laws of descent and distribution; provided, however, that this Option may not be exercised to any extent by anyone after the date of its expiration. Upon the expiration of such limited exercise period or (if earlier) upon the date of its expiration, the Option shall terminate and cease to be outstanding with respect to any Vested Shares for which the Option has not been exercised. To the extent the Participant is not vested in one or more Shares at the time of the Participant’s cessation of Service, the Option shall immediately terminate and cease to be outstanding with respect to all Shares. For the purposes of this Agreement, “cause” the date of the cessation of Services shall mean (x) be the breach date of a material obligation actual cessation of Optionee under Services as determined by the Company Group without reference to any period of notice of termination of employment that any member of the Company Group may be required to provide to the Participant at law or pursuant to the terms of any employment agreement between Optionee the Participant and any member of the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeCompany Group.

Termination of Option. If Optionee’s Continuous Service Except as otherwise provided in this Stock Option Agreement, this Option shall terminate as determined below: (a) In the event that Participant dies while employed by the Company or in the event that Participant's employment terminates by reason of disability, the vested portion of the Option not previously exercised, to the extent vested, may be exercised by Participant or Participant's personal representative during the twelve (12) month period commencing upon the date of Participant's death or the effective date of Participant's termination of employment by reason of disability. Any portion of the Option not exercised prior to or during such twelve (12) month period shall terminate. For the purposes of this Stock Option Agreement, a Participant's employment shall be considered to have terminated by reason of disability upon determination that he is disabled under the Company's long term disability policy. (b) In the event that Participant's employment is terminated for cause, any portion of the Option not exercised prior to the date of termination shall terminate immediately. For the purposes of this Stock Option Agreement, Participant's employment shall be deemed terminated for cause if his employment is terminated for any of the following: (i) Participant's willful and continued failure to perform his duties with respect to the Company or its subsidiaries which continues beyond 10 days after a written demand for substantial performance is delivered to Participant by the Company; (ii) Misconduct by Participant involving dishonesty or breach of trust in connection with Participant's employment; (iii) Misconduct by Participant which would be a reasonable basis for an indictment of Participant for a felony or a misdemeanor involving moral turpitude; or (iv) Misconduct by Participant that results in a demonstrable injury to the Company. (c) Subject to the exception below, in the event that Participant's employment is terminated for any reason other than death, disability or cause, including a voluntary termination for any reason by Participant, the vested portion of the Option not previously exercised may be exercised by Participant during the thirty (30) day period commencing upon the effective date of Participant's termination and any portion of the Option not exercised prior to or during such thirty (30) day period shall terminate. Notwithstanding the foregoing, following a "Change in Control" (as defined in the Plan), (i) upon the Disability involuntary termination of Participant's employment for any reason other than death, disability or termination for cause during the one (1) year period commencing upon the occurrence of the Change in Control, or (ii) upon termination of employment by Participant for "Good Reason" (as defined in the Plan) or death during the one (1) year period commencing upon the occurrence of Optionee or (ii) the Company’s termination of Optionee’s employment without causeChange in Control, the Option shall remain exercisableOption, with respect to the shares of Stock that had extent not previously vested under pursuant to the terms of this Agreement before the date of such terminationStock Option Agreement, for a period of 90 days after the date of such termination (but shall immediately vest in no event later than full and Participant shall have until the expiration date of the term of the Option specified (as set forth in Section 3 of this Stock Option Agreement), following which 90-day period this Agreement and Optionee’s right ) to exercise the vested and unexercised portion of the Option. Any portion of the Option not exercised by the expiration of the term of the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated for any reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day 90‑day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated The option hereby granted shall terminate and be of no force or effect upon the happening of the first to occur of the following events: (a) The expiration of the time allowed for any reason other than exercise of this option as specified in Section 2 of this Agreement. (ib) Subject to the Disability (as defined in the Plan) or death provisions of Optionee or (ii) the Company’s termination of Optionee’s employment without causeSection 2, the Option shall remain exercisable, with respect to the shares expiration of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 ninety days after the date of such the termination (but in no event later than the expiration date whether voluntary or involuntary) of the Option specified Optionee's employment with the Corporation and all Subsidiaries (other than as a result of his death or permanent disability while in Section 3 of this Agreementthe Corporation's employment or his retirement), following which 90. During such ninety-day period this Agreement and Optionee’s period, the Optionee shall have the right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, this option only with respect to the any or all shares of Stock that had vested under the terms of this Agreement before the date of such termination, which were available for a period of one year after purchase by him on the date of such termination of employment. In the event of Optionee's death or permanent disability after termination of employment and during such ninety-day period, such deceased Optionee's estate, personal representative or beneficiary or such disabled Optionee's duly authorized legal guardian or representative (but in no event later than if any), as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (c) Subject to the provisions of Section 2, the expiration of 36 calendar months after the date of the Option specified in Section 3 Optionee's retirement (commencing with the first full calendar month after such date) immediately following a period of this Agreement)continuous employment by the Corporation. During such period, following which one-year period this Agreement and Optionee’s the Optionee shall have the right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee this option with respect to any or all shares which were available for purchase by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business him on the date of such termination. For purposes of this Agreement, “cause” shall mean retirement (x) taking into account the breach of a material obligation of Optionee under any agreement between Optionee accelerated vesting provisions in Section 2 applicable upon retirement and the Companyforfeiture provisions of Section 5). In the event of Optionee's death or permanent disability after retirement and during such period, such deceased Optionee's estate, personal representative or beneficiary, or such disabled Optionee's duly authorized legal guardian or representative (y) gross negligence if any), as the case may be, may exercise this option within such period with respect to any or willful or intentional wrongdoing or misconduct all shares which were available for purchase by the Optionee on the part date of his death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (d) Subject to the provisions of Section 2, the expiration of 36 calendar months after the date of permanent disability of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such disabled Optionee or the Optionee's legal guardian or representative, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability (taking into account the accelerated vesting provisions in Section 2 applicable upon death or disability and the forfeiture provisions of Section 5). In the event of Optionee's death while permanently disabled under this Agreement and during such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death and which had not been purchased by him prior to his death. (ze) Subject to the provisions of Section 2, the expiration of 12 calendar months after the date of death of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such deceased Optionee’s conviction 's estate, personal representative or beneficiary, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of a felony offense his death (taking into account the accelerated vesting provisions in Section 2 applicable upon death or a crime involving moral turpitudedisability and the forfeiture provisions of Section 5).

Termination of Option. (a) If Optionee’s Continuous Service is terminated the Optionee ceases to have a Relationship for any reason other than (i) the Optionee’s death or Permanent Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeSection 5(d)), the Option shall remain exercisableterminate 90 days from the date on which such Relationship terminates unless the Optionee has resumed or initiated a Relationship and has a Relationship on such date. During such 90-day period, with respect the Optionee may exercise the Option but only to the shares of Stock that had vested under extent the terms of this Agreement before Option was exercisable on the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement Relationship and Optionee’s right to exercise the Option shall terminate; provided that the Option has not expired in accordance with Section 2 or otherwise terminated as provided herein. A leave of absence approved in writing by the Committee shall not be treated as an “incentive stock option” within the meaning deemed a termination of the Code if Relationship for purposes of this Section 5, but the Option is may not be exercised more than during any such leave of absence, except during the first 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without causethereof. Notwithstanding the foregoing, if the Relationship is terminated for cause (as defined in Section 5(d)), the Option shall terminate upon the termination of the Relationship. (b) For purposes hereof, termination of Optionee’s Relationship for reasons other than death or Permanent Disability shall be deemed to take place upon the earliest to occur of the following: (i) the date of the Optionee’s retirement from employment under the normal retirement policies of the Company or any Related Company; (ii) the date of the Optionee’s retirement from employment with the approval of the Committee because of disability other than Permanent Disability; (iii) the date the Optionee receives notice or advice that the Optionee’s employment or other Relationship is terminated; (iv) the date the Optionee ceases to render the services for which the Optionee was employed, engaged or retained by the Company or any Related Company (absences for temporary illness, emergencies and vacations or leaves of absence approved in writing by the Company excepted); or (v) in the case of a director of the Company, the date on which such person ceases to be a director of the Company unless such person has another Relationship at such time. The fact that the Optionee may receive payment from the Company or any Related Company after termination for vacation pay, for services rendered prior to termination, for salary in lieu of notice or for other benefits shall not affect the termination date. (c) If the Optionee shall die at a time when the Optionee is in a Relationship or if the Optionee shall cease to have a Relationship by reason of Permanent Disability, the Option shall terminate one year after the date of the Optionee’s death or termination of Relationship due to Permanent Disability unless by its terms it shall expire before such date or otherwise terminate as provided herein, and shall only be exercisable to the extent that it would have been exercisable on the date of the Optionee’s death or the Optionee’s termination of Relationship due to Permanent Disability. In the case of death, the Option may be exercised by the person or persons to whom the Optionee’s rights under the Option shall pass by will or by the laws of descent and distribution. (d) As used herein, the term “Permanent Disability” shall mean termination of a Relationship with the Company or any Related Company with the consent of the Company or such Related Company by reason of permanent and total disability within the meaning of Section 22(e)(3) of the Internal Revenue Code. As used herein, the term “for cause” shall mean that the Relationship is terminated by the Company or a Related Company due to (i) the commission by the Optionee of a substantial violation, through intentional conduct or through a pattern of behavior not corrected within a reasonable period of time after written notice to the Optionee by the Company is terminated or such Related Company of such behavior (in either case, whether by action or omission), of the Optionee’s duties on behalf of the Company or a Related Company or the workplace policies or rules of the Company or a Related Company which conduct or behavior actually results in substantial harm to the Company or a Related Company or could reasonably be expected to put personnel of the Company or a Related Company in serious jeopardy of imminent harm to their safety, health or well-being or to cause substantial harm to the business of the Company or a Related Company or (ii) the commission by the Optionee of any act(s) or omission(s) constituting dishonesty, a felony or fraud or (iii) the failure of the Optionee to satisfy any requirements under applicable gaming laws or regulations for the continuance of the Optionee’s Relationship with the Company or such Related Company. Notwithstanding the foregoing sentence, in the event of any conflict between the definition of “for cause” set forth above and the definition of “for cause” or “cause” in any employment agreement the Optionee may have with the Company or a Related Company, this Agreement and Optionee’s right to exercise any portion the definition of “for cause” or “cause” in such employment agreement shall control. For purposes of the Option, whether a Relationship is or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, has been terminated “for cause” shall mean (x) be finally determined by the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeCommittee.

Termination of Option. If Optionee’s Continuous Except as otherwise provided in Section 4 of this Agreement, unless the Option terminates earlier as provided in this Section 6, the Option shall terminate and become null and void on the tenth anniversary of the Date of Grant (the “Option General Expiration Date”). Except as otherwise provided in Section 4 of this Agreement, if the Participant incurs a Termination of Service is terminated for any reason other than reason, the Option shall not continue to vest after such Termination of Service. (a) If the Participant incurs a Termination of Service due to the Participant’s death or Total and Permanent Disability, (i) the Disability (as defined portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of one year from the date of such Termination of Service, but in no event after the Plan) or death of Optionee or Option General Expiration Date, and (ii) the Company’s termination portion of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before was not exercisable on the date of such terminationTermination of Service shall be forfeited and become null and void immediately upon such Termination of Service. (b) If the Participant incurs a Termination of Service upon the occurrence of the Participant’s Retirement, for (i) the portion of the Option that was exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to three years after the date of Retirement, but in no event after (x) the Option General Expiration Date or (y) the day before the date the Participant begins engaging in Competition (as that term is defined in Section 22) during such three-year period, unless he receives written consent to do so from the Board or the Committee, and (ii) the portion of the Option that was not exercisable on the date of Retirement shall be forfeited and become null and void immediately upon such Retirement. (c) If the Participant incurs a Termination of Service by the Company for Cause or by the Participant without Good Reason, (i) the portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to 90 days after the date of such termination (Termination of Service, but in no event later than the expiration date of after (x) the Option specified General Expiration Date or (y) the day before the date the Participant begins engaging in Section 3 of this Agreement), following which Competition during such 90-day period this Agreement period, unless he receives written consent to do so from the Board or the Committee, and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination portion of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before was not exercisable on the date of such terminationTermination of Service shall be forfeited and become null and void immediately upon such Termination of Service. (d) If the Participant incurs a Termination of Service (i) by the Company without Cause, (ii) by the Company upon its nonrenewal of the Employment Agreement, or (iii) by the Participant for Good Reason, (x) the portion of the Option that was exercisable on the date of such Termination of Service shall remain exercisable for, and shall otherwise terminate and become null and void at the end of, a period of up to one year after the date on which the Participant incurs a Termination of such termination (Service, but in no event later than after (A) the expiration Option General Expiration Date or (B) the day before the date the Participant begins engaging in Competition during such one-year period, unless he receives written consent to do so from the Board or the Committee, and (y) the portion of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall was not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business exercisable on the date of such termination. For purposes Termination of this AgreementService shall be forfeited and become null and void immediately upon such Termination of Service. (e) Upon the death of the Participant prior to the expiration of the Option, “cause” the Participant’s executors, administrators or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall mean have the right, at any time prior to the termination of the Option, to exercise the Option with respect to the number of shares of Common Stock that the Participant would have been entitled to exercise if he were still alive. (xf) Notwithstanding anything to the breach contrary contained herein, in the event the Participant fails to comply with the confidentiality and non-solicitation provisions of a material obligation of Optionee under Exhibit A, or the non-solicitation and/or confidentiality provisions contained in any written agreement by and between Optionee the Participant and the Company, including, without limitation, the Employment Agreement, then all of the Option shall be forfeited and become null and void immediately upon such Termination of Service, whether or not then exercisable, and this Agreement (yother than the provisions of this subsection (f) gross negligence or willful or intentional wrongdoing or misconduct and the provisions of Exhibit A) will be terminated on the part date of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudesuch violation.

Termination of Option. If Optionee’s Continuous Service is terminated for any reason other than This option shall terminate and may no longer be exercised if (i) the Disability (as defined in Optionee ceases to be an employee of the Plan) Corporation or death one of Optionee its Subsidiaries or Affiliates; or (ii) the Company’s termination Optionee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation; or (iii) the Optionee takes a leave of absence without reinstatement rights, unless otherwise agreed in writing between the Corporation and the Optionee’s ; except that (a) If the Optionee's employment without causeby the Corporation (and any Subsidiary or Affiliate) terminates by reason of death, the Option shall vesting of the option will be accelerated and the option will remain exercisableexerciseable until its expiration; (b) If the Optionee's employment by the Corporation (and any Subsidiary or Affiliate) terminates by reason of Disability, the option will continue to vest in accordance with respect its terms and may be exercised until its expiration; provided, however, that if the Optionee dies after such Disability the vesting of the option will be accelerated and the option will remain exerciseable until its expiration; (c) If the Optionee's employment by the Corporation (and any Subsidiary or Affiliate) terminates by reason of Normal or Early Retirement, the option will continue to vest in accordance with its terms and may be exercised until its expiration; provided, however, that if the Optionee dies after Retirement the vesting of the option will be accelerated and the option will remain exerciseable until its expiration; (d) If the Optionee's employment by the Corporation (and any Subsidiary or Affiliate) is involuntarily terminated by the Corporation or a Subsidiary or Affiliate (as the case may be) without Cause, the option may thereafter be exercised, to the shares extent it was exercisable at the time of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after three months from the date of such termination of employment or until the stated term of such option, whichever period is shorter; and (but e) In the event of a Change in no event later than the expiration date Control or a Potential Change in Control of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for causeCorporation, this Agreement and Optionee’s right to exercise any portion of option shall become exercisable in accordance with the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee1998 Plan, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeits successor.

Termination of Option. If OptioneeExcept as otherwise provided in this Stock Option Agreement, this Option shall terminate as determined below: (a) In the event that Participant dies while employed by the Company or in the event that Participant’s Continuous Service employment terminates by reason of disability, the vested portion of the Option not previously exercised, to the extent vested, may be exercised by Participant or Participant’s personal representative during the twelve (12) month period commencing upon the date of Participant’s death or the effective date of Participant’s termination of employment by reason of disability. Any portion of the Option not exercised prior to or during such twelve (12) month period shall terminate. For the purposes of this Stock Option Agreement, a Participant’s employment shall be considered to have terminated by reason of disability upon determination that he is disabled under the Company’s long term disability policy. (b) In the event that Participant’s employment is terminated for cause, any portion of the Option not exercised prior to the date of termination shall terminate immediately. For the purposes of this Stock Option Agreement, Participant’s employment shall be deemed terminated for cause if his employment is terminated for any of the following: (i) Participant’s willful and continued failure to perform his duties with respect to the Company or its subsidiaries which continues beyond 10 days after a written demand for substantial performance is delivered to Participant by the Company; (ii) Misconduct by Participant involving dishonesty or breach of trust in connection with Participant’s employment; (iii) Misconduct by Participant which would be a reasonable basis for an indictment of Participant for a felony or a misdemeanor involving moral turpitude; or (iv) Misconduct by Participant that results in a demonstrable injury to the Company. (c) Subject to the exception below, in the event that Participant’s employment is terminated for any reason other than death, disability or cause, including a voluntary termination for any reason by Participant, the vested portion of the Option not previously exercised may be exercised by Participant during the thirty (30) day period commencing upon the effective date of Participant’s termination and any portion of the Option not exercised prior to or during such thirty (30) day period shall terminate. Notwithstanding the foregoing, following a “Change in Control” (as defined in the Plan), (i) upon the Disability involuntary termination of Participant’s employment for any reason other than death, disability or termination for cause during the one (1) year period commencing upon the occurrence of the Change in Control, or (ii) upon termination of employment by Participant for “Good Reason” (as defined in the Plan) or death during the one (1) year period commencing upon the occurrence of Optionee or (ii) the Company’s termination of Optionee’s employment without causeChange in Control, the Option shall remain exercisableOption, with respect to the shares of Stock that had extent not previously vested under pursuant to the terms of this Agreement before the date of such terminationStock Option Agreement, for a period of 90 days after the date of such termination (but shall immediately vest in no event later than full and Participant shall have until the expiration date of the term of the Option specified (as set forth in Section 3 of this Stock Option Agreement), following which 90-day period this Agreement and Optionee’s right ) to exercise the vested and unexercised portion of the Option. Any portion of the Option not exercised by the expiration of the term of the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. If Optionee’s Continuous Service is terminated for (a) This Option shall terminate, to the extent not exercised, upon the earliest to occur of the date stated in section 6 or the occurrence of any reason other than of the following events: (i) the Disability (termination of the Optionee's employment with DDSI for Cause, as defined below, in which event this Option shall be terminated immediately and automatically by the Plan) or death first notice to the Optionee of Optionee or such termination; (ii) the Company’s expiration of three (3) months following termination of the Optionee’s 's employment without causewith DDSI for any reason, except for Cause; or by reason of the Option shall remain exercisableOptionee's permanent and total disability, as determined by the Committee; or by reason of the Optionee's retirement at normal retirement age, or earlier with respect to consent of DDSI; or by reason of the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination Optionee's death; or (but in no event later than iii) the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of twelve (i12) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days months following the termination of the Optionee’s Continuous Service as a result 's employment with DDSI by reason of the Company’s Optionee's death or permanent and total disability. (b) This Option shall be exercisable as of the date of the termination of the Optionee’s 's employment without cause. Notwithstanding the foregoingwith DDSI, if the employment and during such period thereafter as may be permitted under subsection (a) of Optionee by the Company is terminated for causethis section, this Agreement and Optionee’s right only as to exercise any hat portion of the Option, whether or not vested, shall terminate at Option Shares that the commencement of business Optionee is eligible to exercise on the date of such termination. For purposes , as determined pursuant to Section 3, and only to the extent not previously exercised. (c) If the Optionee retires at normal retirement age, or retires with the consent of DDSI at an earlier age, the Option will continue to become exercisable according to the schedule set forth in section 3, subject to the provisions of section 8, and will remain exercisable until the earlier of the expiration date stated in Section 6 or twelve months after the Optionee's death. (d) As used in this Agreement, “cause” "Cause" shall mean (x) the breach a violation of a material obligation of Optionee under any agreement between Optionee law or DDSI's company policy; insubordination; or serious and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudemisconduct; in each case as determined by DDSI in its good faith judgment.

Termination of Option. If Optionee’s Continuous In the event that the Participant ceases to perform Service is terminated for any member of SiGe Group at any time prior to the exercise of this Option in full, this Option shall terminate according to the following provisions: (a) If the Participant ceases to perform Service by reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causeresignation, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for Participant may at any time within a period of 90 thirty (30) days after the date of such termination (but in no event later than the expiration date cessation of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to Service exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) to the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, extent that the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before was exercisable on the date of such terminationcessation; (b) If the Participant ceases to perform Service for any reason other than resignation, for death or Disability, the Participant may at any time within a period of one year sixty (60) days after the date of such termination (but in no event later than the expiration date cessation of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to Service exercise the Option shall terminate; provided to the extent that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business was exercisable on the date of such terminationcessation; (c) If the Participant ceases to perform Service because of Disability, the Participant may at any time within a period of one hundred eighty (180) days after the date of such cessation of Service exercise the Option to the extent that the Option was exercisable on the date of such cessation; and (d) If the Participant ceases to perform Service because of death, the Option, to the extent that the Participant was entitled to exercise it on the date of death, may be exercised within a period of one hundred eighty (180) days after the Participant’s death by the person or persons to whom the Participant’s rights under the Option shall pass by will or by the laws of descent and distribution; provided, however, that this Option may not be exercised to any extent by anyone after the date of its expiration. Upon the expiration of such limited exercise period or (if earlier) upon the date of its expiration, the Option shall terminate and cease to be outstanding with respect to any Vested Shares for which the Option has not been exercised. To the extent the Participant is not vested in one or more Shares at the time of the Participant’s cessation of Service, the Option shall immediately terminate and cease to be outstanding with respect to all Shares. For the purposes of this Agreement, “cause” the date of the cessation of Services shall mean (x) be the breach date of a material obligation actual cessation of Optionee under Services as determined by SiGe Group without reference to any period of notice of termination of employment that any member of SiGe Group may be required to provide to the Participant at law or pursuant to the terms of any employment agreement between Optionee the Participant and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part any member of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeSiGe Group.

Termination of Option. If Optionee’s Continuous Service is terminated (a) In the event Participant ceases to be an Employee of the Company or any Subsidiary for any reason other than (i) the Disability (as defined in determined by the PlanBoard of Directors) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without causedeath, the Option shall remain exercisablethis Option, with respect to the shares of Stock that had vested under the terms of this Agreement before including any unexercised portion thereof, which was otherwise exercisable on the date of such termination, for shall expire unless exercised within a period of 90 days after three (3) months from the date of such termination (on which Participant ceased to be an Employee, but in no event later than after the expiration date Expiration Date. Except as may be otherwise provided elsewhere herein, any portion of the Option specified that is not vested at the time Participant ceases to be an Employee (or in Section 3 the case of a consultant, ceases to provide services to the Company) shall immediately terminate. In the event of the death of Participant during this Agreement)three (3) month period, following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability be exercisable by his or death of Optionee her personal representatives, heirs or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect legatees to the shares of Stock same extent that Participant could have exercised this Option if he or she had vested under not died, for the terms of this Agreement before three (3) months from the date of such terminationdeath, for a period of one year after the date of such termination (but in no event later than after the expiration date Expiration Date. (b) In the event of the Disability of Participant while an Employee of the Company or any Subsidiary, that portion of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business had become exercisable on the date of such terminationDisability shall be exercisable for twelve (12) months after the date of Disability, but in no event after the Expiration Date. For purposes The Committee may require such proof of this Agreement, “cause” shall mean (x) Disability as the breach of a material obligation of Optionee under any agreement between Optionee Committee in its sole and absolute discretion deems appropriate and the CompanyCommittee’s determination as to whether Participant has incurred a Disability shall be final and binding on all parties concerned. (c) In the event of the death of Participant while an Employee of the Company or any Subsidiary, or during the twelve (y12) gross negligence or willful or intentional wrongdoing or misconduct month period after the date of Disability of Participant, that portion of the Option which had become exercisable on the part date of Optioneedeath shall be exercisable by his or her personal representatives, heir or legatees at any time prior to the expiration of twelve (z12) Optionee’s conviction months from the date of a felony offense or a crime involving moral turpitudethe death of Participant, but in no event after the Expiration Date.

Termination of Option. (a) The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the "Option Term"). (b) If Optionee’s Continuous Service is terminated the Participant has an exercisable Option (in whole or in part) as of the date of the Participant's voluntary termination of employment with the Company, then the exercisable portion of such Option shall remain exercisable for any reason other than a period equal to the lesser of (i1) the Disability (as defined in remainder of the Plan) or death of Optionee Option Term or (ii2) the Company’s date which is 60 days after the date of Participant's voluntary termination of Optionee’s employment. (c) Upon termination of the Participant's employment without causewith the Company by reason of Normal Retirement, the Option shall become immediately one hundred percent (100%) vested, and the Participant shall have until the expiration of the Option Term to exercise the Option. (d) Upon termination of the Participant's employment with the Company by reason of Early Retirement or Disability, any portion of the Option that is not yet vested shall continue to vest and to be exercisable in accordance with the provisions of Sections 2 and 3 of this Award Agreement and, once vested, the Option shall remain exercisableexercisable until the expiration of the Option Term unless, prior thereto, the Participant reaches age 65, at which time all remaining Options shall vest. (e) Upon termination of the Participant's employment with respect to the shares Company by reason of Stock Divestiture, any portion of the Option that had vested under the terms as of this Agreement before the date of such terminationtermination is not yet exercisable shall become null and void as of the date of termination and the portion, if any, of the Option that is exercisable as of the date of termination shall remain exercisable for a period equal to the lesser of 90 days after (1) the date of such termination (but in no event later than the expiration date remainder of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of Term or (i2) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of which is one year after the date of such termination termination. (but in no f) In the event later than the expiration date of death of the Participant, regardless whether the Participant has had previously retired (either Early Retirement or Normal Retirement) or is was disabled at the time of death, the Option specified in Section 3 of this Agreement), shall 2 become immediately one hundred percent (100%) vested and the Participant's Designated Beneficiary shall have twelve (12) months following the Participant's death during which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that Option. (g) A transfer of the Option Participant's employment between the Company and any Subsidiary of the Company, shall not be treated as an “incentive stock option” within the meaning deemed to be a termination of the Code if Participant's employment. (h) Notwithstanding any other provisions set forth herein or in the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoingPlan, if the employment Participant shall (i) commit any act of Optionee by malfeasance or wrongdoing affecting the Company is terminated for cause, this Agreement and Optionee’s right to exercise or any portion Subsidiary of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (yii) gross negligence breach any covenant not to compete, or willful employment contract with the Company or intentional wrongdoing or misconduct on any Subsidiary of the part of OptioneeCompany, or (ziii) Optionee’s conviction engage in conduct that would warrant the Participant's discharge for cause (excluding general dissatisfaction with the performance of a felony offense the Participant's duties, but including any act of disloyalty or a crime involving moral turpitudeany conduct clearly discrediting the Company or any Subsidiary or Affiliate of the Company), any unexercised portion of the Option shall immediately terminate and be void.

Termination of Option. If OptioneeIn no event may the Option be exercised after it terminates as set forth in this Section 2.4. The Option shall terminate on its Expiration Date, or earlier to the extent not exercised pursuant to Section 2.2 and pursuant to Section 6.10 of the Plan, except that upon Voluntary Termination with Good Reason or Involuntary Termination without Cause, of such Employee’s Continuous Service is terminated for service with the Company, any reason other than Option held by such Employee will vest and be exercisable throughout the term of the grant. For purpose of this Agreement “Good Reason” shall exist if the Company, without Participant’s written consent: (i) materially reduces the Disability (as defined in the Plan) nature, scope, level or death extent of Optionee or Participant’s responsibilities; (ii) the Companyreduces Participant’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect salary; (iii) gives written notice to the shares Participant not to extend the Term of Stock that had vested under any Employment Agreement in effect; or (iv) relocates Participant’s principal business office to a location which is more than fifty (50) miles from both (A) Participant’s principal business office immediately prior to such relocation and (B) Participant’s principal place of residence at the terms of this Agreement before the date time of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such terminationrelocation. For the purposes of this Agreement, “causeCause” shall mean Participant’s: (xi) the indictment or plea of guilty or nolo contendere involving any felony or gross misdemeanor involving dishonesty, fraud, or breach of a material obligation of Optionee trust under any agreement between Optionee law of the United States or any State thereof; (ii) willful engagement in any conduct or gross negligence that in either case materially injures the Company or any of its subsidiaries; or (iii) willful and substantial nonperformance of assigned duties, provided that such nonperformance has continued more than ten days after the Company has given written notice of such nonperformance and of its intention to terminate Participant’s employment because of such nonperformance. Upon Voluntary Termination without Good Reason of such Employee’s service with the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on any Option held by such Employee may thereafter be exercised to the part extent it was exercisable at the time of Optioneesuch termination, but may not be exercised after one year after such termination, or (z) Optioneethe expiration of the stated term of the Option, whichever period is the shorter. In the event an Employee’s conviction of a felony offense Service with the Company is terminated for Cause, all unexercised Options granted to such Employee shall immediately terminate. In the event that the Employee shall forfeit rights to purchase all or a crime involving moral turpitudeportion of the shares to which this Option relates, the Employee shall, within 10 days of the date of the Company’s written request, return this Agreement to the Company for cancellation.

Termination of Option. If Optionee’s 's Continuous Service is terminated for any reason other than (i) the Disability (as defined in the Plan) or death of Optionee or (ii) the Company’s 's termination of Optionee’s 's employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s 's right to exercise the Option shall terminate. If Optionee’s 's Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s 's termination of Optionee’s 's employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s 's right to exercise the Option shall terminate; provided that the Option shall not be treated as an “"incentive stock option” " within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s 's Continuous Service as a result of the Company’s 's termination of Optionee’s 's employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s 's right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “"cause” " shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s 's conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. (a) If Optionee’s Continuous Service is terminated the Optionee ceases to have a Relationship for any reason other than his death or Permanent Disability as defined in Section 4(c) hereof, the Option shall terminate 90 days from the date on which such Relationship terminates unless the Optionee has resumed or initiated a Relationship and has a Relationship on such date. During such 90-day period, the Optionee may exercise the Option but only to the extent the Option was exercisable on the date of termination of his Relationship and provided that the Option has not expired in accordance with Section 2 or otherwise terminated as provided herein. A leave of absence approved in writing by the Board of Directors shall not be deemed a termination of Relationship for purposes of this Section 4, but the Option may not be exercised during any such leave of absence, except during the first 90 days thereof. (b) For purposes hereof, termination of Optionee's Relationship for reasons other than death or Permanent Disability shall be deemed to take place upon the earliest to occur of the following: (i) the Disability (as defined in date of the Plan) Optionee's retirement from employment under the normal retirement policies of the Company or death any subsidiary of Optionee or the Company; (ii) the Company’s date of the Optionee's retirement from employment with the approval of the Board of Directors because of disability other than Permanent Disability; (iii) the date the Optionee receives notice or advice that his employment or other Relationship is terminated; or (iv) the date the Optionee ceases to render the services which he was employed, engaged or retained to render to the Company or any subsidiary (absences for temporary illness, emergencies and vacations or leaves of absence approved in writing by the Board of Directors excepted). The fact that the Optionee may receive payment from the Company or any subsidiary of the Company after termination for vacation pay, for services rendered prior to termination, for salary in lieu of Optionee’s employment without causenotice or for other benefits shall not affect the termination date. (c) If the Optionee shall die at a time when he is in a Relationship with the Company or if the Optionee shall cease to have a Relationship by reason of Permanent Disability, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of 90 days after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of (i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of terminate one year after the date of his death or termination of Relationship due to Permanent Disability, unless by its terms it shall expire before such termination (but date or otherwise terminate as provided herein. In the case of death, the Option may be exercised by the person or persons to whom the Optionee's rights under the Option shall pass by will or by the laws of descent and distribution. In the event of the death or Permanent Disability of the Optionee while in no event later than a Relationship with the expiration Company and while the Option granted hereunder has not otherwise expired or terminated, any unvested installments of the Option shall be accelerated as of the date of the Option specified in Section 3 Optionee's death or termination of this Agreement), following which one-year period this Agreement and Optionee’s right Relationship due to exercise the Permanent Disability. The Option shall terminate; provided that thereupon be exercisable in full without regard to the Option shall not be treated as an “incentive stock option” within the meaning installment exercise provisions of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or not vested, shall terminate at the commencement of business on the date of such termination. For purposes of this Agreement, “cause” shall mean (x) the breach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitudeSection 1 hereof.