Common use of Termination of Option Clause in Contracts

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) If the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or Optionee ceases to have a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary Relationship for any reason other than deathhis death or Permanent Disability (as defined in Section 5(d)), Disability or Cause, then the Option shall terminate 90 days from the date on the first business day following the expiration of the which such Relationship terminates. During such 90-day period which began period, the Optionee may exercise the Option but only to the extent the Option was exercisable on the date of termination of Participant’s Employment; (d) his Relationship and provided that the Option has not expired in accordance with Section 2 or otherwise terminated as provided herein. Notwithstanding the foregoing, if Participant’s Employment the Relationship is terminated due to for cause (i) death at any time after the Grant Date and while as defined in Employment or within 60 days after termination of such EmploymentSection 5(d)), or (ii) Disability at any time after the Grant Date, then the Option shall terminate on upon the first business day following the expiration termination of the one-year period Relationship. (b) For purposes hereof, termination of Optionee’s Relationship for reasons other than for cause, 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 subsidiary of the 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 his employment or other Relationship is terminated; (iv) the date the Optionee ceases to render the services for which began 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 Committee 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 an other 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 six months from 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 Participantthe Optionee’s death or the Optionee’s termination of Relationship due to Permanent Disability, as applicable. In any event in which the Option remains exercisable for a period case of time following the date of termination of Participant’s Employmentdeath, the Option may be exercised during 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 of 1986, as amended. As used herein, the term “for cause” shall mean that the Relationship is terminated by the 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 only after written notice to the extent it was exercisable as provided Optionee by the Company of such behavior (in Section 2 on such date of termination of Participant’s Employment. The portion either case, whether by action or omission), of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date Optionee’s duties on behalf of the Participant’s termination Company or a Related Company or the workplace policies or rules of Employmentthe 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 or acts constituting dishonesty, a felony or fraud. For purposes of the Option, whether a Relationship is or has been terminated “for cause” shall be finally determined by the president of the Company, or if the Optionee is a person subject to Section 16 of the Securities Exchange Act of 1934, as amended, by the Committee.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth anniversary of the Grant Award Date; (b) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for Cause serious misconduct (as determined by the Committee) at any time after the Grant Award Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employment;employment; or (c) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for any reason other than death, Retirement, Disability or Causeserious misconduct, then the Option shall terminate on the first business day following the expiration of the 9060-day period which began on the date of termination of ParticipantOptionee’s Employment;employment; or (d) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated due to (i) death at any time after the Grant Award Date and while in Employment the employ of the Company or its Subsidiaries or within 60 days after termination of such Employmentemployment, (ii) Retirement, or (iiiii) Disability at any time after the Grant Award Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death death, Retirement or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employmentemployment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employmentemployment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employmentemployment.

Termination of Option. The Option hereby granted shall terminate and be In the event that Employee has a Termination of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified Service (as described below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Retirement (as defined below), Disability, or death, Disability or Causethis Option shall immediately thereupon terminate, then except that Employee shall have three (3) months from such termination to exercise any unexercised portion of the Option shall terminate on the first business day following the expiration which is exercisable as of the 90-day period which began on the date of such termination of Participant’s Employment; (dor, if earlier, until the date that is ten (10) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on years from the date of Participant’s death this Agreement). In the event of Employee's Retirement, Employee may, within one (1) year after the date of such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate or incur a Termination of Service due to Disability, as applicable. In any event in which unexercised portion of the Option remains exercisable (whether or not exercisable) may be exercised by Employee or Employee's beneficiary or transferee, as hereinafter provided, for a period of time following one (1) year after the date of termination Employee's death (or Termination of Participant’s EmploymentService due to Disability) or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the preceding two sentences, in the event that within one year of the date of this Agreement, Employee dies or has a Termination of Service due to Retirement or Disability, this Option may be exercised during such period of time only shall immediately thereupon terminate except to the extent it was the Option is vested, if at all, in accordance with the vesting schedule set forth on page 1 of this Agreement (in which case such vested portion shall remain exercisable for the applicable time period described in this paragraph 6). For purposes of this Agreement, “Retirement” shall mean Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as provided determined by the Company in Section 2 on such date its sole discretion) after Employee has attained age 60 and completed at least five (5) years of termination of Participant’s Employment. The portion continuous service as an Employee of the Option not exercisable upon termination Company or an Affiliate. For purposes of Employment this Agreement, Termination of Service shall terminate have the meaning set forth in the Plan and be determined by reference to Employee’s service without reference to any other agreement, written or oral, including Employee’s contract of no force employment (if any). Thus, in the event of Employee’s Termination of Service (whether or not in breach of local labor laws), unless otherwise expressly provided for under this Agreement, Employee’s right to vest in and effect upon exercise the date Option, if any, will terminate effective at the time of Employee’s Termination of Service; the Participant’s termination Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of EmploymentService.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowas follows: (a) Except as provided in subparagraphs (b), (c) and (d) below, the tenth anniversary Option granted under this Agreement, to the extent that it has vested and not been exercised or expired, shall terminate on the earlier of (i) the date that the Optionee is discharged for cause, (ii) three months after the date the Optionee gives notice that the Optionee terminates his or her employment with the Corporation for a reason other than retirement or disability or (iii) the date which is ten (10) years from the date of grant of the Grant Date;Option set forth in paragraph 1 hereof. The phrase "discharged for cause" shall include termination at the sole discretion of the Board of Directors of the Corporation 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 final cease and desist order, or material breach of any provision of any employment agreement that the optionee may have with the Corporation. (b) if Participant’s Employment In the event the Optionee retires prior to the date which is terminated ten (10) years after the date of grant of the Option, the Optionee shall have the right to exercise the Option, to the extent that it has not been exercised by the Company Optionee or a Subsidiary for Cause expired, 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 three (3) months after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination retirement, but in no event may the Option be exercised later than ten (10) years after the date of Participant’s Employment; (d) if Participant’s Employment is terminated due to grant of the Option set forth in paragraph 1 hereof. For purposes of this Agreement, the term "retirement" shall mean (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, the Optionee's employment under conditions which would constitute retirement under any tax qualified retirement plan maintained by the Corporation or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentattaining age 65.

Termination of Option. The Option hereby granted shall terminate and be In the event that Employee has a Termination of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified Service (as described below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Retirement (as defined below), Disability, or death, Disability or Causethis Option shall immediately thereupon terminate, then except that Employee shall have three (3) months from such termination to exercise any unexercised portion of the Option shall terminate on the first business day following the expiration which is exercisable as of the 90-day period which began on the date of such termination of Participant’s Employment; (dor, if earlier, until the date that is ten (10) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on years from the date of Participant’s death this Agreement). In the event of Employee's Retirement, Employee may, within one (1) year after the date of such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate or incur a Termination of Service due to Disability, as applicable. In any event in which unexercised portion of the Option remains exercisable (whether or not exercisable) may be exercised by Employee or Employee's beneficiary or transferee, as hereinafter provided, for a period of time following one (1) year after the date of termination Employee's death (or Termination of Participant’s Employment, the Option may be exercised during such period of time only Service due to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Disability) or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the Participantpreceding two sentences, in the event that within one year of the date of this Agreement, Employee dies or has a Termination of Service due to Retirement or Disability, this Option shall immediately thereupon terminate. For purposes of this Agreement, “Retirement” shall mean Employee’s termination Termination of EmploymentService for any reason (other than due to Employee’s misconduct as determined by the Company in its sole discretion) after Employee has attained age 60 and completed at least five (5) years of continuous service as an Employee of the Company or an Affiliate. For purposes of this Agreement, Termination of Service shall have the meaning set forth in the Plan and be determined by reference to Employee’s service without reference to any other agreement, written or oral, including Employee’s contract of employment (if any). Thus, in the event of Employee’s Termination of Service (whether or not in breach of local labor laws), unless otherwise expressly provided for under this Agreement, Employee’s right to vest in and exercise the Option, if any, will terminate effective at the time of Employee’s Termination of Service; the Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of Service.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased Unless adjusted by the Participant at Committee in its sole discretion or as otherwise provided in the Plan, the Option shall remain exercisable as specified in Section 3 above until 5:00 p.m., Winston-Salem, North Carolina time, on the earliest time to occur of the dates specified below, upon which date the Option shall terminate: (a) the tenth anniversary date all of the Grant DateShares are purchased pursuant to the terms of this Agreement; (b) if upon the expiration of three months following the Participant’s Termination of Employment is terminated by the Company for any reason other than his or a Subsidiary her Retirement, death, Disability, or for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s EmploymentCause; (c) if upon the expiration of 360 days following the Participant’s Termination of Employment is terminated on account of his or her Disability; (d) upon the expiration of 360 days following the Participant’s Termination of Employment on account of his or her death; (e) immediately upon the Participant’s Termination of Employment for Cause; (f) on the last date specified in the notice described in Section 3 above in the event of a Termination of Employment by the Participant for Good Reason or by the Company or a Subsidiary for any reason other than deathfor Cause within six months before or two years after the effective date of a Change in Control; provided that, Disability or Causeif no such notice is given, then the Option shall terminate on the first business day following the expiration one year anniversary of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination Termination of Employment; (g) on the ten year anniversary of the Grant Date (the “Expiration Date”); or (h) on the ten year anniversary of the Grant Date in the event of the Participant’s Termination of Employment on account of Retirement. Upon its termination, the Option shall have no further force or effect and the Participant shall have no further rights under the Option or to any Shares which have not been purchased pursuant to the prior exercise of the Option.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) If the tenth anniversary Optionee ceases to have a Relationship for any reason other than the Optionee’s death or Permanent Disability (as defined in Section 5(d)), 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 the Grant Date;Optionee’s 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 Committee shall not be deemed a termination of Relationship for purposes of this Section 5, but the Option may not be exercised during any such leave of absence, except during the first 90 days thereof. 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 Committee 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 an other 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 Participantthe 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 Employment 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 of 1986, as amended. As used herein, the term “for cause” shall mean that the Relationship is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Related Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any 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 Grant Date and while in Employment Optionee by the Company or within 60 days after termination such Related Company of such Employmentbehavior (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) Disability at the commission by the Optionee of any time after act(s) or omission(s) constituting dishonesty, a felony or fraud or (iii) the Grant Date, then the Option shall terminate on the first business day following the expiration failure of the one-year period which began on Optionee to satisfy any requirements under applicable gaming laws or regulations for the date continuance of Participantthe Optionee’s death Relationship with the Company or Disabilitysuch Related Company. Notwithstanding the foregoing sentence, as applicable. In in the event of any event conflict between the definition of “for cause” set forth above and the definition of “for cause” or “cause” in which any employment agreement Optionee may have with the Option remains exercisable for Company or a period of time following the date of termination of Participant’s EmploymentRelated Company, the Option may be exercised during definition of “for cause” or “cause” in such period of time only employment agreement shall control to the extent that it was exercisable as provided in Section 2 on imposes a broader definition of such date of termination of Participant’s Employmentterm(s). The portion For purposes of the Option not exercisable upon termination of Employment Option, whether a Relationship is or has been terminated “for cause” shall terminate and be of no force and effect upon finally determined by the date of the Participant’s termination of EmploymentCommittee.

Termination of Option. (a) The Option hereby granted and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and be become null and void after the expiration of no force and effect with respect ten (10) years from the Date of Grant (the "Option Term") unless sooner terminated pursuant to any shares of Common Stock not previously purchased by the Participant at the earliest time specified paragraphs (b) through (h) below: (a) the tenth anniversary of the Grant Date;. (b) if If the Participant has an exercisable Option (in whole or in part) as of the date of the Participant’s Employment is terminated by 's termination of employment with the Company Company, whether voluntary or a Subsidiary for Cause at any time after the Grant Dateinvoluntary, then the Option shall terminate immediately upon and such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Causethose described in the following paragraphs (c) through (h) of this Section 4, then the exercisable portion of such Option shall terminate on remain exercisable for a period equal to the first business day following lesser of (1) the remainder of the Option Term or (2) the date which is 60 days after the date of Participant's termination of employment. (c) Upon termination of the Participant's employment with 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 90-day period 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 exercisable until the expiration of the Option Term unless, prior thereto, the Participant reaches age 65, at which began on time all remaining Options shall vest. (e) Upon termination of the Participant's employment with the Company by reason of Divestiture, any portion of the Option that as of the date of termination is not yet exercisable shall become null and void as of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disabilitytermination and the portion, as applicable. In any event in which if any, of the Option remains that is exercisable as of the date of termination shall remain exercisable for a period equal to the lesser of time following (1) the remainder of the Option Term or (2) the date which is one year after the date of termination termination. (f) In the event of death of the Participant’s Employment, regardless whether the Participant had previously retired (either Early Retirement or Normal Retirement) or was Disabled at the time of death, the Option may 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 to exercise the Option. (g) A transfer of the Participant's employment between the Company and any Subsidiary of the Company, shall not be exercised during such period of time only deemed to the extent it was exercisable as provided in Section 2 on such date of be a termination of the Participant’s Employment. The 's employment. (h) Notwithstanding any other provisions set forth herein or in the Plan, if the Participant shall (i) commit any act of malfeasance or wrongdoing affecting the Company or any Subsidiary of the Company, (ii) breach any covenant not to compete, or employment contract with the Company or any Subsidiary of the Company, or (iii) engage in conduct that would warrant the Participant's discharge for cause (excluding general dissatisfaction with the performance of the Participant's duties, but including any act of disloyalty or any conduct clearly discrediting the Company or any Subsidiary or Affiliate of the Company), any unexercised portion of the Option not exercisable upon termination of Employment shall immediately terminate and be of no force and effect upon the date of the Participant’s termination of Employmentvoid.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) If the tenth anniversary Optionee ceases to have a Relationship for any reason other than the Optionee's death or Permanent Disability (as defined in Section 5(d)), 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 the Grant Date;Optionee's 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 Committee shall not be deemed a termination of Relationship for purposes of this Section 5, but the Option may not be exercised during any such leave of absence, except during the first 90 days thereof. 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 Committee 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 an other 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 Participant’s Employment 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 of 1986, as amended. As used herein, the term "for cause" shall mean that the Relationship is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Related Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination commission by the Optionee of such Employmenta substantial violation, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employment.through intentional conduct

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Class B Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth seventh anniversary of the Grant Award Date; (b) if ParticipantOptionee’s Employment employment with the Company and its Affiliates (and service as a Director) is terminated by the Company or a Subsidiary for Cause “cause” (as determined by the Committee) at any time after the Grant Award Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employmentemployment; (c) if ParticipantOptionee’s Employment employment with the Company and its Affiliates (and service as a Director) is terminated by the Company or a Subsidiary for any reason other than death, Disability death or Cause, termination for “cause,” then the Option shall terminate on the first business day following the expiration of the 90-day period which began beginning on the date of termination of ParticipantOptionee’s Employment;employment; or (d) if ParticipantOptionee’s Employment employment with the Company and its Affiliates (and service as a Director) is terminated due to (i) the death of the Optionee at any time after the Grant Award Date and while in Employment the employ of the Company or its Affiliates or within 60 90 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, employment then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death or Disability, as applicabledeath. In any the event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employmentemployment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employmentemployment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employmentemployment.

Termination of Option. The option and all rights granted by this Option hereby granted shall Agreement, to the extent those rights have not been exercised, will terminate and be of no force become null and effect with respect to any shares of Common Stock not previously purchased by void on the Participant at the earliest time specified belowsooner of: (a) Such date as is ten (10) years from the tenth anniversary date of the Grant Datethis Option Agreement; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the The Option shall terminate immediately upon such termination of Participant’s EmploymentTermination Date as defined in Section 1.4 hereof; (c) The date which is three months after the date Optionee ceases to continually serve as an Officer or Employee of the Company, if Participant’s Employment such cessation is terminated by the Company disability, retirement, or a Subsidiary for any reason dismissal other than deathfor cause, Disability or Cause, then the Option shall terminate on the first business day following the expiration as defined in Section 9.4 of the 90-day period which began Plan, provided that in the event of Optionee's cessation of office or employment under such terms, Optionee may exercise such option only to the extent that Optionee was entitled to exercise it on the date of termination Optionee's cessation of Participant’s Employmentoffice or employment; (d) The date Optionee ceases to continually serve as an Officer or Employee of the Company if Participant’s Employment such cessation is terminated due to by voluntary termination or dismissal for cause as defined in Sections 9.3 and 9.4 of the Plan; or (ie) The date which is one year following the death at any time after of Optionee if Optionee dies while serving as an Officer or Employee of the Grant Date and while in Employment Company or within 60 days after the three-month period following the termination of such Employmentoffice or employment if such termination was by disability, retirement, or (ii) Disability at any time after dismissal other than for cause. In the Grant Dateevent of Optionee's death under such terms, then the Option person or persons to whom Optionee's rights under the option shall terminate on pass, whether by will or by the first business day following the expiration applicable laws of descent and distribution, may exercise such option pursuant to Section 8.7 of the one-year period which began Plan only to the extent that Optionee was entitled to exercise it on the date of Participant’s death or Disability, as applicableOptionee's death. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion For purposes of the Option not exercisable upon termination foregoing provisions, serving as an Officer or Employee of Employment shall terminate and be of no force and effect upon the date a subsidiary of the Participant’s termination Company shall be deemed to be serving as an Officer or Employee of Employmentthe Company.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if ParticipantOptionee’s Employment is terminated by the Company or a Subsidiary for Cause serious misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employment; (c) if ParticipantOptionee’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Early Retirement, Retirement, Disability or Causeserious misconduct, then the Option shall terminate on the first business day following the expiration of the 9060-day period which began on the date of termination of ParticipantOptionee’s Employment; (d) if ParticipantOptionee’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment the employ of the Company or its Subsidiaries or within 60 days after termination of such Employment, Employment or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death or Disability, as applicable; or (e) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the Option shall terminate on the first business day following the expiration of the three-year period which began on the date of Optionee’s Early Retirement or Retirement, as applicable. In Except as provided in Section 2(c) hereof, in any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employment. The Except as provided in Section 2(c) hereof, the portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if ParticipantIf Optionee’s Employment Continuous Service is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than deaththe Disability (as defined in the Plan) or death of Optionee, Disability or Cause, then the Option shall terminate on remain exercisable, with respect to the first business day following shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of six months after the date of such termination (subject to extension as provided in the Plan, but in no event later than the expiration date of the 90Option specified in Section 3 of this Agreement), following which six-day month period this Agreement and Optionee’s right to exercise the Option shall terminate. If Optionee’s Continuous Service is terminated because of Disability of Optionee, 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 12 months 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 began 12-month period this Agreement and Optionee’s right to exercise the Option shall terminate. If (i) Optionee’s Continuous Service is terminated because of death of Optionee or (ii) Optionee dies within the three-month period after the termination of Optionee’s Continuous Service for a reason other than death, 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 death, for a period of 18 months 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 18-month period this Agreement and the right to exercise the Option shall terminate. Notwithstanding the foregoing, if the Optionee is removed from the Company’s Board of Directors for cause in accordance with the Company’s Bylaws, 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 termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentremoval.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased Unless adjusted by the Participant at Committee in its sole discretion, the Option shall remain exercisable as specified in Section 3 above until 5:00 p.m., Eastern Standard Time, on the earliest time to occur of the dates specified below, upon which date the Option shall terminate: (a) the tenth anniversary date all of the Grant DateShares are purchased pursuant to the terms of this Agreement; (b) if Participantupon the expiration of 90 days following the Optionee’s Termination of Employment is terminated by the Company for any reason other than his or a Subsidiary her Retirement, death, Disability, or for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s EmploymentCause; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following upon the expiration of the 90-day period which began 180 days following Optionee’s Termination of Employment on the date account of termination of Participant’s Employmenthis or her Disability; (d) if Participantupon the expiration of 360 days following Optionee’s Termination of Employment is terminated due to on account of his or her death; (ie) death at any time after immediately upon Optionee’s Termination of Employment for Cause; (f) on the last date specified in the notice described in Section 3 above in the event of a Termination of Employment by the Optionee for Good Reason or by the Corporation other than for Cause within two years following the effective date of a Change in Control; (g) on the ten year anniversary of the Grant Date and while in Employment or within 60 days after termination (the “Expiration Date”); or (h) on the ten year anniversary of such Employment, or (ii) Disability at any time after the Grant DateDate in the event of the Optionee’s Termination of Employment on account of Retirement. Upon its termination, then the Option shall terminate on have no further force or effect and Optionee shall have no further rights under the first business day following the expiration Option or to any Shares which have not been purchased pursuant to prior exercise of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentOption.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) except as otherwise provided in paragraph (d) below, if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment;; or (d) (i) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or Date; (ii) if Participant’s death occurs within 60 (A) the first days of the one-year period described herein after a termination of such EmploymentEmployment due to Disability or (B) the first days of the 90-day period after a termination of Employment for a reason that causes the 90-day period in paragraph (c) above to become applicable, or (iiiii) if Participant’s Employment is terminated due to Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of the later of Participant’s death or termination of Employment due to Disability, as applicable. Notwithstanding any provision herein to the contrary, the term “Disability” for purposes of this Section 3 shall have the meaning described in Section 22(e)(3) of the Code. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employment.

Termination of Option. The Option hereby granted Upon the termination of Optionee's status as a directors of Company, whether by disability, death, resignation, removal or otherwise, any option, or part thereof, which is not exercisable as of the date the Optionee's directorship terminates (hereinafter referred to as "Termination Date"), shall terminate and be of no force and effect with respect also terminate. As to any shares of Common Stock not previously purchased by option, or part thereof, which is exercisable on the Participant at the earliest time specified belowTermination Date: (a) in the tenth anniversary event of Optionee's disability (within the meaning of Section 22(e)(3) of the Grant DateInternal Revenue Code) while a director of the Company, any option, or part thereof, granted to Optionee hereunder, which is exercisable on the Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within one (1) year from the date Optionee's directorship so terminates; (b) if Participant’s Employment in the event of Optionee's death while a director of the Company, any option, or part thereof, granted to Optionee hereunder, which is terminated by exercisable on the Company Termination Date and not previously exercised or a Subsidiary for Cause otherwise expired, shall be exercisable at any time after within six (6) calendar months from the Grant Date, then the Option shall terminate immediately upon such termination date of Participant’s EmploymentOptionee's death; (c) if Participant’s Employment in the event Optionee's directorship with Company is terminated by as a result of the Company resignation of Optionee, any option, or a Subsidiary for any reason other than deathpart thereof, Disability or Causegranted to Optionee hereunder, then the Option shall terminate which is exercisable on the first business day following the expiration of the Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within ninety (90-day period which began on ) days from the date of termination of Participant’s Employmentemployment so terminates; (d) if Participant’s Employment in the event Optionee's directorship with the Company is terminated due as a result of removal by the stockholders of the Company, whether or not for cause, any option, or part thereof, granted to Optionee hereunder, which is exercisable on the Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within thirty (i30) death days from the date employment so terminates; (e) in the event Optionee's directorship with the Company is terminated other than by disability, death, resignation or removal (as provided in Paragraphs 6(a), 6(b), 6(c) or 6(d) above), any option, or part thereof, granted to Optionee hereunder, which is exercisable on the Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within thirty (30) days from the date employment so terminates; Notwithstanding the above provisions, no option granted herein shall be exercisable at any time after ten (10) years have passed from the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Effective Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased Unless adjusted by the Participant at Committee in its sole discretion, the Option shall remain exercisable as specified in Section 3 above until 5:00 p.m., Winston-Salem, North Carolina time, on the earliest time to occur of the dates specified below, upon which date the Option shall terminate: (a) the tenth anniversary date all of the Grant DateShares are purchased pursuant to the terms of this Agreement; (b) if upon the expiration of three months following the Participant’s Termination of Employment is terminated by the Company for any reason other than his or a Subsidiary her Retirement, death, Disability, or for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s EmploymentCause; (c) if upon the expiration of 360 days following the Participant’s Termination of Employment is terminated on account of his or her Disability; (d) upon the expiration of 360 days following the Participant’s Termination of Employment on account of his or her death; (e) immediately upon the Participant’s Termination of Employment for Cause; (f) on the last date specified in the notice described in Section 3 above in the event of a Termination of Employment by the Participant for Good Reason or by the Company or a Subsidiary for any reason other than deathfor Cause within six months before or two years after the effective date of a Change in Control; provided that, Disability or Causeif no such notice is given, then the Option shall terminate on the first business day following the expiration one year anniversary of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination Termination of Employment; (g) on the ten year anniversary of the Grant Date (the “Expiration Date”); or (h) on the ten year anniversary of the Grant Date in the event of the Participant’s Termination of Employment on account of Retirement. Notwithstanding the foregoing, the term of the Option shall (unless the Committee determines otherwise) automatically be extended if exercise at the end of the original term would violate Applicable Law (including but not limited to the Company’s Securities Trading Policy), but such extension may not exceed 30 days from the expiration of the period during which exercise is prohibited, and any such extension must be in accordance with Reg. Section. 1.409A-1(b)(5)(v)(C)(1). Upon its termination, the Option shall have no further force or effect and the Participant shall have no further rights under the Option or to any Shares which have not been purchased pursuant to the prior exercise of the Option.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if ParticipantOptionee’s Employment is terminated by the Company or a Subsidiary for Cause serious misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if ParticipantOptionee’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment the employ of the Company or its Subsidiaries or within 60 days after termination of such Employment, Employment or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death or Disability, as applicable; (d) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the Option shall terminate on the first business day following the expiration of the three-year period which began on the date of Optionee’s Early Retirement or Retirement, as applicable; (e) in the event Optionee has a Change in Control Termination (as defined in the Employment Agreement as in effect as of the Grant Date) then the Option shall terminate on the later of (i) the date that is two years after the date of the Change in Control or (ii) the date that is 120 days after the date of Optionee’s Change in Control Termination; or (f) if Optionee’s Employment is terminated for any reason other than those specified above in this Section 3, then the Option shall terminate on the first business day following the expiration of the 120-day period which began on the date of termination of Optionee’s Employment. In Except as provided in Section 2(c) hereof, in any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employment. The Except as provided in Section 2(c) hereof, the portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employment.

Termination of Option. The Option hereby granted shall terminate and be In the event that Employee has a Termination of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified Service (as described below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Retirement (as defined below), Disability, or death, Disability or Causethis Option shall immediately thereupon terminate, then except that Employee shall have three (3) months from such termination to exercise any unexercised portion of the Option shall terminate on the first business day following the expiration which is exercisable as of the 90-day period which began on the date of such termination of Participant’s Employment; (dor, if earlier, until the date that is ten (10) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on years from the date of Participant’s death this Agreement). In the event of Employee's Retirement, Employee may, within one (1) year after the date of such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable in accordance with page 1 of this Agreement). In the event that Employee shall die while in the employ of the Company or an Affiliate or incur a Termination of Service due to Disability, as applicable. In any event in which unexercised portion of the Option remains (whether or not exercisable in accordance with page 1 of this Agreement) may be exercised by Employee or Employee's beneficiary or transferee or representative, as hereinafter provided, for a period of time following one (1) year after the date of termination Employee's death (or Termination of Participant’s EmploymentService due to Disability) or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the preceding two sentences, in the event that within one year of the date of this Agreement, Employee dies or has a Termination of Service due to Retirement or Disability, this Option may be exercised during such period of time only shall immediately thereupon terminate except to the extent it was the Option is vested, if at all, in accordance with the vesting schedule set forth on page 1 of this Agreement (in which case such vested portion shall remain exercisable for the applicable time period described in this paragraph 6). For purposes of this Agreement, “Retirement” shall mean Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as provided determined by the Company in Section 2 on such date its sole discretion) after Employee has attained age 60 and completed at least five (5) years of termination of Participant’s Employment. The portion continuous service as an Employee of the Option not exercisable upon termination Company or an Affiliate. For purposes of Employment this Agreement, Termination of Service shall terminate have the meaning set forth in the Plan and be determined by reference to Employee’s service without reference to any other agreement, written or oral, including Employee’s contract of no force employment (if any). Thus, in the event of Employee’s Termination of Service (whether or not in breach of local labor laws), unless otherwise expressly provided for under this Agreement, Employee’s right to vest in and effect upon exercise the date Option, if any, will terminate effective at the time of Employee’s Termination of Service; the Participant’s termination Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of EmploymentService.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect Subject to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below:Paragraph 1(c): (a) If the tenth anniversary Participant incurs an involuntary (as to the Participant) Termination of Service for reasons other than Cause, Disability or death, or if the Participant incurs a Termination of Service that constitutes a Retirement, then (i) any vested portion of the Grant Date;Option shall be cancelled ninety (90) days after such Termination of Service or after the expiration of the remaining Option Period, whichever period is shorter, and (ii) any unvested portion of the Option shall immediately be cancelled. (b) if Participant’s Employment is terminated by If the Company Participant incurs a Termination of Service on account of his or a Subsidiary for Cause at any time after the Grant Dateher Disability or death, then the Option shall terminate immediately upon be cancelled on the one (1) year anniversary of such termination Termination of Participant’s Employment;Service, or after the expiration of the remaining Option Period, whichever period is shorter. (c) if Participant’s Employment If the Participant incurs a Termination of Service that is terminated by either (i) for Cause or (ii) voluntary on the Company or a Subsidiary for any reason part of the Participant (other than death, Disability or CauseRetirement), then the Option shall terminate on the first business day following the expiration of the 90-day period which began will automatically be cancelled on the date of termination such Termination of Service. The Participant’s Employment; (d) if Termination of Service due to death or Disability shall result in the Option becoming fully vested and exercisable. The Participant’s Employment Termination of Service for reasons other than death or Disability shall not accelerate the percentage of Option Shares otherwise exercisable with respect to the Participant. Any portion of the Option that is terminated not exercisable as of the Participant’s Termination of Service (other than an Option that becomes fully exercisable upon Termination of Service due to (ideath or Disability) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began be cancelled on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period such Termination of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentService.

Termination of Option. The In the event of the termination of the Optionee’s employment by the Company or an Affiliate, this Option hereby granted shall terminate and in accordance with the following provisions: (i) upon the death of the Optionee, this Option may be of no force and effect with respect to any shares of Common Stock not previously purchased exercised by the Participant at Optionee’s estate or a person who acquires the earliest time specified below: right to exercise such Option by bequest or inheritance, until the earlier of (a) the tenth Expiration Date or (b) the first anniversary of the Grant Datesuch death; (bii) if Participant’s Employment is terminated by upon the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s EmploymentOptionee, the Option may be exercised during by the Optionee, or in the case of the Optionee’s subsequent death, by the Optionee’s estate or a person who acquires the right to exercise such Option by bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the first anniversary of such Disability; (iii) upon the Retirement of the Optionee, this Option may be exercised by the Optionee, or in the case of the Optionee’s subsequent death, by the Optionee’s estate or a person who acquires the right to exercise such Option of bequest or inheritance, until the earlier of (a) the Expiration Date or (b) the third anniversary of such Retirement; (iv) upon the resignation with the consent of the Company of the Optionee’s employment with the Company or an Affiliate, this Option may be exercised by the Optionee to the extent exercisable on the date of such resignation until the earlier of (a) the Expiration Date or (b) the 91st day following such resignation; provided, that in the event of the death of the Optionee after such resignation but prior to the end of such period of time only to exercisability, the extent it was exercisable period during which this Option may be exercised shall be extended until the earlier of (a) the Expiration Date or (b) the first anniversary of such resignation; and (v) upon termination of the Optionee’s employment, other than as provided in Section 2 on this Paragraph 4(i), (ii), (iii), or (iv) this Option shall terminate immediately at such date of termination of Participantemployment. In no event shall this Option be exercisable to any extent by any person on or after the Expiration Date. For purposes of this Option, no termination of Optionee’s Employmentemployment shall occur as a result of the transfer of the Optionee between the Company and any Affiliate or between two Affiliates. The portion cessation of a relationship between the Company and an Affiliate with which the Optionee is employed, in which the Affiliate is no longer an Affiliate, shall constitute a termination of employment of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Optionee with the date consent of the Participant’s termination of EmploymentCompany.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect In the event that Employee’s employment with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary an Affiliate terminates for any reason other than Retirement (as defined in the Plan) or death, Disability or Causethis option shall immediately thereupon terminate, then the Option except that Employee shall terminate on the first business day following the expiration have three (3) months from such termination to exercise any unexercised portion of the 90-day period option which began on is then exercisable. However, in the event Employee’s employment as Chief Executive Officer is terminated within five (5) years of the date of termination this Agreement due to a change in control or for any reason other than Cause as defined in Section 9(a) of Participant’s Employment; (d) if ParticipantEmployee’s Employment is terminated due to Agreement dated September 25, 2002 (ithe “Termination Decision”), Employee may only within three (3) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration months of the one-Termination Decision, exercise any unexercised portion of the option which is then exercisable or scheduled to be exercisable within two (2) years from the Termination Decision. Additionally, any portion of the option which would otherwise be exercisable beyond the two (2) year period which began on shall be cancelled immediately. In the event of Employee’s Retirement, Employee may, within one (1) year after the date of Participantsuch Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate, any unexercised portion of the option (whether or not exercisable) may be exercised by Employee’s death beneficiary or Disabilitytransferee, as applicable. In any event in which the Option remains exercisable hereinafter provided, for a period of time following one (1) year after the date of termination of ParticipantEmployee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon death or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the Participant’s termination preceding two sentences, in the event that within one year of Employmentthe date of this Agreement, Employee dies or terminates employment due to Retirement, this option shall immediately thereupon terminate.

Termination of Option. The Option hereby granted Except as otherwise stated herein, including Section 7(b), the Option, to the extent not theretofore exercised, shall terminate and be upon the first of no force and effect with respect the following dates to any shares of Common Stock not previously purchased by occur (the Participant at the earliest time specified below:"Expiration Date"): (a) In the tenth anniversary event of the Grant DateOptionee's death or Disability (as defined in the Employment Agreement), this Option, to the extent exercisable at the Date of Termination (as defined in the Employment Agreement), in the case of death, may be exercised by the estate of the Optionee or any person who acquired the Option by bequest or inheritance, or, in the case of Disability, may be exercised by the Optionee or his legal representative, in accordance with the terms of this Option, at any time prior to twelve (12) months following such death or Disability, as the case may be, after which the Option shall terminate and shall no longer be exercisable; (b) if Participant’s In the event of the termination of the Optionee's employment for Cause and by the Optionee upon a Resignation (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on and after the 30th day following the date of such termination of employment, unless the Board determines otherwise; and (c) In the event that the Executive's employment is terminated by the Company Without Cause or a Subsidiary by the Executive for Cause Good Reason (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall, upon the Date of Termination (as defined in the Employment Agreement), immediately vest and become exercisable (if not already vested and exercisable), and may be exercised by the Optionee in whole or in part at any time or from time to time prior to the later of the fifth anniversary of the Date of Termination or January 12, 2009, after the Grant Date, then which time the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option and shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment;no longer be exercisable; or (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such EmploymentJanuary 12, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment2009, the Option may be exercised during such period tenth anniversary of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentthis Agreement.

Termination of Option. The Option hereby granted shall terminate and be In the event that Employee has a Termination of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified Service (as described below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Retirement (as defined below), Disability, or death, Disability or Causethis Option shall immediately thereupon terminate, then except that Employee shall have three (3) months from such termination to exercise any unexercised portion of the Option shall terminate on which is then exercisable (or, if earlier, until the first business day following the expiration of the 90-day period which began on date that is ten (10) years from the date of termination this Agreement). In the event of Participant’s Employment; Employee's Retirement, Employee may, within one (d1) if Participant’s Employment is terminated due to (i) death at any time year after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate or incur a Termination of Service due to Disability, as applicable. In any event in which unexercised portion of the Option remains exercisable (whether or not exercisable) may be exercised by Employee or Employee's beneficiary or transferee, as hereinafter provided, for a period of time following one (1) year after the date of termination Employee's death (or Termination of Participant’s Employment, the Option may be exercised during such period of time only Service due to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Disability) or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the Participantpreceding two sentences, in the event that within one year of the date of this Agreement, Employee dies or has a Termination of Service due to Retirement or Disability, this Option shall immediately thereupon terminate. For purposes of this Agreement, “Retirement” shall mean Employee’s termination Termination of EmploymentService for any reason (other than due to Employee’s misconduct as determined by the Company in its sole discretion) after Employee has attained age 60 and completed at least five (5) years of continuous service as an Employee of the Company or an Affiliate. For purposes of this Agreement, Termination of Service shall have the meaning set forth in the Plan and be determined by reference to Employee’s active service without reference to any other agreement, written or oral, including Employee’s contract of employment (if any). For the avoidance of doubt, the Termination of Service shall be deemed to take effect as of the date Employee is no longer actively providing services. Thus, in the event of Employee’s Termination of Service (whether or not in breach of local labor laws), unless otherwise expressly provided for under this Agreement, Employee’s right to vest in and exercise the Option, if any, will terminate effective on the date Employee is no longer actively providing services and will not be extended by any notice period mandated contractually or under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of Service.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) If the tenth anniversary Optionee ceases to have a Relationship for any reason other than the Optionee’s death or Permanent Disability (as defined in Section 5(d)), 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 the Grant Date;Optionee’s 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 Committee shall not be deemed a termination of Relationship for purposes of this Section 5, but the Option may not be exercised during any such leave of absence, except during the first 90 days thereof. 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 Committee 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 Participantthe 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 Employment 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 Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Related Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any 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 Grant Date and while in Employment Optionee by the Company or within 60 days after termination such Related Company of such Employmentbehavior (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) Disability at the commission by the Optionee of any time after act(s) or omission(s) constituting dishonesty, a felony or fraud or (iii) the Grant Date, then the Option shall terminate on the first business day following the expiration failure of the one-year period which began on Optionee to satisfy any requirements under applicable gaming laws or regulations for the date continuance of Participantthe Optionee’s death Relationship with the Company or Disabilitysuch Related Company. Notwithstanding the foregoing sentence, as applicable. In in the event of any event conflict between the definition of “for cause” set forth above and the definition of “for cause” or “cause” in which any employment agreement Optionee may have with the Option remains exercisable for Company or a period of time following the date of termination of Participant’s EmploymentRelated Company, the Option may be exercised during definition of “for cause” or “cause” in such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employmentemployment agreement shall control. The portion For purposes of the Option not exercisable upon termination of Employment Option, whether a Relationship is or has been terminated “for cause” shall terminate and be of no force and effect upon finally determined by the date of the Participant’s termination of EmploymentCommittee.

Termination of Option. The (a) Any unexercised portion of the Option hereby granted shall automatically and without notice terminate and be of no force become null and effect with respect to any shares of Common Stock not previously purchased by the Participant void at the time of the earliest time specified belowto occur of the following: (ai) unless the tenth anniversary of Company otherwise determines in writing in its sole discretion, three months after the Grant Date; (b) if Participantdate on which the Optionee’s Employment Continuous Service is terminated for any reason other than by reason of (A) a termination by the Company or a Subsidiary Related Entity for Cause at any time after Cause, (B) a Disability of the Grant DateOptionee as determined by a medical doctor satisfactory to the Company, then (C) the Option shall terminate immediately upon such death of the Optionee, (D) the occurrence of a Constructive Termination, or (E) a termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary Related Entity for any a reason other than death, Disability or for Cause, then ; (ii) immediately upon the Option shall terminate on the first business day following the expiration termination of the 90-day period Optionee’s Continuous Service by the Company or a Related Entity for Cause; (iii) 12 months after the date on which began on the Optionee’s Continuous Service is terminated by reason of a Disability as determined by a medical doctor satisfactory to the Company; (iv) 12 months after the date of termination of Participantthe Optionee’s EmploymentContinuous Service by reason of the death of the Optionee (or, if later, 3 months after the date on which the Optionee shall die if such death shall occur during the one year period specified in paragraph (iii) of this Section 5); (dv) if Participant’s Employment is terminated due to (i) death at any time 12 months after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employment, Continuous Service by reason of a Constructive Termination (other than a Constructive Termination under the Option may be exercised during such period of time only circumstances referred to in subsection vii below); (vi) 12 months after the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employment. The portion Continuous Service by the Company without Cause (other than a termination without Cause under the circumstances referred to in subsection vii below); (vii) 24 months after the date of termination of Optionee’s Continuous Service by reason of a Constructive Termination or a termination without Cause that results in an acceleration of exercisability of the Option not exercisable upon termination under the last sentence of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employment.Section 9(b) hereof; or

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment If Optionee's Continuous Service is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than deaththe Disability (as defined in the Plan) or death of Optionee, Disability or Cause, then the Option shall terminate on remain exercisable, with respect to the first business day following shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of six months after the date of such termination (subject to extension as provided in the Plan, but in no event later than the expiration date of the 90Option specified in Section 3 of this Agreement), following which six-day month period this Agreement and Optionee's right to exercise the Option shall terminate. If Optionee's Continuous Service is terminated because of Disability of Optionee, 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 12 months 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 began 12-month period this Agreement and Optionee's right to exercise the Option shall terminate. If (i) Optionee's Continuous Service is terminated because of death of Optionee or (ii) Optionee dies within the three-month period after the termination of Optionee's Continuous Service for a reason other than death, 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 death, for a period of 18 months 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 18-month period this Agreement and the right to exercise the Option shall terminate. Notwithstanding the foregoing, if the Optionee is removed from the Company's Board of Directors for cause in accordance with the Company's Bylaws, 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 termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentremoval.

Termination of Option. The In the event that your employment or other relationship underlying the issuance of this Option hereby granted is terminated, your rights under this Option shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowas follows: (a) in the tenth anniversary event that the Company terminates your employment or other relationship underlying the issuance of this Option for Cause (as that term is defined in the Plan), any portion of the Grant DateOption that has not vested shall be forfeited and terminated immediately and may not thereafter be exercised to any extent and any portion of the Option that has vested may be exercised until the last date of your employment, and not thereafter; (b) if Participant’s Employment is terminated by in the Company event that your employment or a Subsidiary for Cause at any time other relationship underlying the issuance of this Option terminates due to death or disability, you may exercise the portion of the Option that has vested within eighteen (18) months after the Grant Datedate of termination, then the Option shall terminate immediately upon such termination of Participant’s Employmentand not thereafter; (c) if Participant’s Employment in the event that your employment or other relationship underlying the issuance of this Option is terminated by you for Good Reason, you may exercise the Company portion of the Option that has vested within two (2) years after the date of termination, and not thereafter; or (d) in the event that your employment or a Subsidiary other relationship underlying the issuance of this Option is terminated for any reason other than death, Disability or Cause, then Good Reason or your death or disability, you shall have the right to exercise the portion of the Option shall terminate on the first business day following the expiration that has vested as of the 90-day period which began on the date of such termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of during the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employmentsuch termination, and not thereafter. Nothwithstanding the foregoing, no Option may be exercised during such period in any event more than ten (10) years after the Date of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentGrant.

Termination of Option. The Subject to Section 7 hereof, the Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by on the Participant at the earliest time specified below: (a) date which is the tenth anniversary of the Grant Date;Date (or if later, the first anniversary of the date of the Optionee's death if such death occurs prior to such tenth anniversary), unless terminated earlier as follows: 6.1 If the employment of the Optionee by the Company is terminated upon expiration of the "Employment Term" (bas defined in the Employment Agreement) if Participant’s Employment after four (4) years, by the Company for Cause, or by the Optionee for any reason, the Optionee may for a period of three (3) months after such termination exercise his Option to the extent, and only to the extent, that such Option or portion thereof was exercisable as of the date of such termination or cessation, after which time the Option shall automatically terminate in full. 6.2 If the employment of the Optionee by the Company is terminated by reason of Disability, the Optionee may, for a period of twelve (12) months after such termination, exercise the Option to the extent, and only to the extent, that such Option or portion thereof was exercisable, as of the date of such termination, after which time the Option shall automatically terminate in full. 6.3 If the employment of the Optionee by the Company is terminated by the Company for any reason other than for Cause, Disability or a Subsidiary for Cause at any time after death a. prior to the two (2) year anniversary of the Grant Date, then the portion of the Option scheduled to vest in accordance with the terms of Section 4 hereof within the six (6) month period immediately following such termination, shall become immediately vested and exercisable as of the date of such termination, or b. on or after the two (2) year anniversary of the Grant Date, the unexercisable portion of the Option shall become immediately vested and exercisable as of the date of such termination, and the Optionee may for a period of three (3) months after such termination exercise his Option to the extent, and only to the extent, that such Option or portion thereof was exercisable as of the date of such termination (after giving effect to Section 6.3(a) or 6.3(b) as applicable) after which time the Option shall automatically terminate in full. 6.4 If the employment of the Optionee by the Company is terminated by reason of his death, the Option may be exercised at any time within twelve (12) months after the Optionee's death by the person or persons to whom such rights under the Option shall pass by will, or by the laws of descent or distribution, after which time the Option shall terminate in full; provided, however, that an Option may be exercised to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of death. If the Optionee dies within twelve (12) months after termination as described in Section 6.2 hereof or within three (3) months after termination as described in Section 6.3 hereof, the Option granted to the Optionee may be exercised at any time within twelve (12) months after the Optionee's death by the person or persons to whom such rights under the Option shall pass by will, or by the laws of descent or distribution, after which time the Option shall terminate in full; provided, however, that an Option may be exercised to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of termination. 6.5 The Option, to the extent not exercisable, shall terminate immediately upon such the Optionee's termination of Participant’s Employment; (c) if Participant’s Employment is terminated by employment with the Company or a Subsidiary for any reason other than deathreason. 6.6 For purposes of this Section 6, Disability or Cause, then the Option Optionee shall terminate on the first business day following the expiration not be treated as terminated for so long as he is an employee of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment Company or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentSubsidiary.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) Except as otherwise provided for under this Section 5, the unexercised portion of the Initial Option shall expire and cease to be exercisable at 12:01 a.m. on October 27, 2009; the unexercised portion of the Market Capitalization Option shall expire and cease to be exercisable on the tenth anniversary of the Grant Date;date such option vests in accordance with the provisions of Section 1(b) hereof; and the unexercised portion of the FDA Option shall expire and cease to be exercisable on the tenth anniversary of the date such option vests in accordance with the provisions of Section 1(c) hereof. (b) if Participant’s Employment is terminated by Except as provided in Section 6 of this Agreement, upon termination of the Optionee's employment with the Company or a Subsidiary any of its subsidiaries for Cause at any time after the Grant Datereason (including death), then the Option all unvested Options immediately shall terminate and expire and all unvested shares of Common Stock exercised pursuant to any Option hereunder shall be immediately upon such termination of Participant’s Employment;and irrevocably forfeited except as provided in Section 5(c) and (d) hereof. (c) Except as provided in Section 6 of this Agreement, if Participant’s Employment is terminated by the Optionee's employment with the Company or a Subsidiary any of its subsidiaries terminates for any reason other than death, Disability or Cause, then the Option Options shall terminate on be exercisable but only to the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment;extent they were exercisable and vested at (d) if Participant’s Employment is terminated due to (i) death at If the Optionee dies while still an employee of the Company or any time after of its subsidiaries or following the Grant Date and while in Employment or within 60 days after termination of Optionee's employment with the Company and its subsidiaries, but during the period in which any Option is exercisable pursuant to Section 5(c) of this Agreement, such Employment, or (ii) Disability at any time after the Grant Date, then the vested Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains be exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time but only to the extent it was they were exercisable as provided in Section 2 on such at the time of death and only until the earlier of the expiration date of termination such Option or the first anniversary of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentOptionee's death.

Termination of Option. The Option hereby granted In no event may the Options be exercised after they terminate as set forth in this Section 2. 2.1 If, prior to the Company’s IPO, the Employee’s employment with the Company terminates for any reason whatsoever, then the Options shall terminate and be immediately terminate. 2.2 If, after the consummation of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowCompany’s IPO: (a) The Employee’s employment with the tenth anniversary Company terminates for any reason other than Cause, Disability or death, then, only to the extent it is vested at the time of such termination, the Options may thereafter be exercised by the Employee until and including the earlier to occur of (and to the extent it is not so exercised shall terminate upon): (i) the date that is 90 days after the effective date of the Grant Employee’s termination of employment, and (ii) the Expiration Date; (b) if ParticipantThe Employee’s Employment employment with the Company terminates by reason of Disability or death, then, only to the extent it is vested at the time of such Disability or death, the Options may thereafter be exercised by the Employee or the Employee’s Legal Representative until and including the earlier to occur of (and to the extent it is not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; (c) The Employee dies during the period set forth in Section 2.2(a) above following termination of employment for a reason other than Cause, then, only to the extent it is exercisable at the time of Employee’s death, the Options may thereafter be exercised by the Employee’s Legal Representative until and including the earlier to occur of (and to the extent it is not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; and (d) The Employee’s employment is terminated by the Company for Cause, or the Employee breaches a Subsidiary for Cause covenant set forth in the Employee’s Confidentiality and Non-Compete Agreement with the Company or in any other agreement between the Employee and the Company (each being referred to as an “Employee Agreement”) at any time after the Grant Datetime, then the Option Options shall terminate immediately automatically upon such termination of Participant’s Employment;or breach. (c) if Participant’s Employment is terminated by 2.3 Notwithstanding anything in this Agreement to the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employmentcontrary, the Option may be exercised during such period of time only Options shall terminate, to the extent it was exercisable as provided in Section 2 not exercised or earlier terminated, on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentExpiration Date.

Termination of Option. The Option hereby granted shall terminate and In the event Optionee ceases to be an employee of no force and effect with respect either the Company or a Subsidiary of the Company due to any shares death, Retirement, Resignation, Disability or termination of Common Stock not previously purchased Optionee's employment by the Participant Company for any reason other than "Cause," as such term is defined in that certain Employment Agreement between Optionee and Company, dated January 20, 2004 (such five events each being a "Qualified Termination"), this Option may be exercised by the Optionee or his or her estate, personal representative or beneficiary to the fullest extent that the Optionee was entitled to exercise the same on the day immediately prior to such termination (i) at any time within the earliest one-year period commencing on the day next following such termination if such termination is due to the occurrence of any Qualified Termination other than Resignation; or (ii) at any time specified below: (a) within the tenth anniversary thirty-day period commencing on the day next following the effective date of such termination if such termination is due to the Resignation of the Grant Date; Optionee (bor in any such case in (i) or (ii) above, if Participant’s Employment shorter, only for the remaining stated term of this Option). In the event that the Optionee's employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date"Cause," as such term is defined in that certain Employment Agreement between Optionee and Company, then the dated January 20, 2004, this Option shall terminate immediately upon automatically expire simultaneously with such termination of Participant’s Employment; (c) if Participant’s Employment is terminated employment. After the Optionee's death, this Option shall be exercisable only by the Company executor or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration administrator of the 90-day period which began on Optionee's estate, or if the Optionee's estate is not in administration, by the person or persons to whom the Optionee's rights shall have passed by the Optionee's will or under the laws of descent and distribution of the state where the Optionee was domiciled at the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentdeath.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) In the tenth anniversary event Participant ceases to be a Director of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Disability (as determined by the Board of Directors) or death, Disability or Causethis Option, then the Option shall terminate on the first business day following the expiration of the 90-day period including any unexercised portion thereof, which began was otherwise exercisable on the date of termination termination, shall expire unless exercised within a period of Participant’s Employment;three (3) months from the date on which Participant ceased to be a Director, but in no event after the Expiration Date. Except as may be otherwise provided elsewhere herein, any portion of the Option that is not vested at the time Participant ceases to be a Director) shall immediately terminate. In the event of the death of Participant during this three (3) month period, this Option shall be exercisable by his or her personal representatives, heirs or legatees to the same extent that Participant could have exercised this Option if he or she had not died, for the three (3) months from the date of death, but in no event after the Expiration Date. (db) if Participant’s Employment is terminated due to (i) death at In the event of the Disability of Participant while a Director of the Company or any time after the Grant Date and while in Employment or within 60 days after termination Subsidiary, that portion of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began had become exercisable on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains such Disability shall be exercisable for a period of time following twelve (12) months after the date of termination Disability, but in no event after the Expiration Date. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate and the Committee’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 a Director of the Company or any Subsidiary, or during the twelve (12) month period after the date of Disability of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The that portion of the Option not which had become exercisable upon termination on the date of Employment death shall terminate and be exercisable by his or her personal representatives, heir or legatees at any time prior to the expiration of no force and effect upon twelve (12) months from the date of the death of Participant’s termination of Employment, but in no event after the Expiration Date.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant DateExcept as otherwise provided herein, then the Option shall terminate immediately upon such and shall not be exercisable following Optionee's termination of Participant’s Employment; (c) if Participant’s Employment is terminated by employment. If Optionee's employment with the Company or a Subsidiary for any reason other than deathsubsidiary terminates, Disability or Cause, then the Option shall terminate on continue to be exercisable, to the first business day following the expiration of the 90-day period which began extent it is exercisable on the date of termination of Participant’s Employment; (d) if Participant’s Employment such employment is terminated due to (i) death at any time terminated, for three months after such termination, but in no event after the Grant Date original termination date of the Option. However, if Optionee's employment terminates because of Optionee's death or "permanent and while in Employment or within 60 days after termination of such Employmenttotal disability" as determined under the Plan, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on continue to be exercisable, to the first business day following the expiration of the one-year period which began extent it is exercisable on the date of Participant’s death or Disabilitysuch employment terminated, as applicable. In any for 12 months after such termination, but in no event in which after the Option remains exercisable for a period of time following the original termination date of the Option. If Optionee's employment terminates because of Optionee's death, disability, or other termination of Participant’s Employmentemployment with the Company or any subsidiary, and if such event occurs after Optionee attains age 62 and would be eligible for an immediate payment of an unreduced retirement allowance under the Employees' Retirement Plan of Bank of Hawaii (whether or not Optionee is actually eligible under the Retirement Plan), then the Option may be exercised during the five-year period after the death, disability, or other termination of employment, but in no event after the original termination date of the Option. Further, if Optionee dies during the five-year period after Optionee's disability or other termination of employment as described in the preceding sentence, the Option may be exercised, during the one-year period after death or the remaining portion of the applicable five-year period, whichever is longer, but in no event after the original termination date of the Option. If Optionee's employment with the Company or any of its subsidiaries terminates for "Cause" (as described in Section 2.7 of the Plan), the Option shall immediately terminate at such period time. Finally, notwithstanding any other provision in this Section 3.b that would otherwise result in a later termination of time only the Option under the preceding two paragraphs, if Optionee's employment with the Company or any of its subsidiaries terminates (for any reason (including, but not limited to, death, disability, or retirement after age 62) prior to July 1, 2006, the Option shall continue to be exercisable, to the extent it was is exercisable as provided on the date such employment is terminated, for two business days after such termination, but in Section 2 on such date of no event after the original termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination Option. The Option shall terminate at the end of Employmentsuch two business day period. For purposes of this Section 3.b, Optionee's employment shall not be treated as terminated in the case of continued employment with the Company or any of its subsidiaries, or a transfer of employment within or between the Company and its subsidiaries, or in the case of sick leave or other approved leaves of absences.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by In the Participant at the earliest time specified below: (a) the tenth anniversary event of the Grant Date; (b) if Participant’s Employment is terminated termination of the Optionee's employment by the Company or a Subsidiary for Cause at any time after an affiliate, this Option shall terminate in accordance with the Grant Datefollowing provisions: (i) upon the death or Permanent Disability of the Optionee, then the Option shall terminate immediately upon become fully exercisable to the extent of all unexercised Option Shares and may be exercised by the Optionee, or in the case of death, by the Optionee's estate or a person who acquires the right to exercise such termination Option by bequest or inheritance, until the earlier of Participant’s Employment(I) the Expiration Date and (II) the first anniversary of such death or Permanent Disability; (cii) if Participant’s Employment is terminated by upon the Company or a Subsidiary for any reason other than deathRetirement of the Optionee, Disability or Cause, then the Option shall terminate on become fully exercisable to the first business day following extent of all unexercised Option Shares and may be exercised by the expiration Optionee until the earlier of (I) the 90-day period which began on Expiration Date and (II) the date third anniversary of termination of Participant’s Employmentsuch Retirement; (diii) if Participant’s Employment is terminated due to (i) death at any time after upon the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration resignation of the one-year period which began on Optionee with the date consent of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s EmploymentCompany, the Option may be exercised during by the Optionee to the extent exercisable on the date of such resignation until the earlier of (I) the Expiration Date and (II) the 91st day following such resignation; provided, that in the event of the death of the Optionee after such resignation but prior to the end of such period of time only to exercisability, the extent it was exercisable period during which the Option may be exercised shall be extended until the earlier of (I) the Expiration Date and (II) the first anniversary of such resignation; and (iv) upon termination of the Optionee's employment, other than as provided in Section 2 on this Paragraph 4(i), (ii) or (iii), all Options granted to the Optionee shall terminate immediately at such date of termination of Participant’s Employmentemployment. In no event shall this Option be exercisable to any extent by any person on or after the Expiration Date. No termination of employment shall occur as a result of the transfer of the Optionee between the Company and any Subsidiary or between two Subsidiaries. The portion cessation of a relationship with the Company as a Subsidiary of any company with which the Optionee is employed shall constitute a termination of employment of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentOptionee.

Termination of Option. The Option hereby granted In the event that the Optionee incurs a Termination of Employment with the Company or any Parent or Subsidiary at any time prior to exercise of this option in full, this option shall terminate and may no longer be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowexercised, except as follows: (a) i. In the tenth anniversary event of the Grant Date; (b) if ParticipantOptionee’s Termination of Employment is terminated by with the Company or a any Parent or Subsidiary for Cause by reason of Retirement or Disability, this option shall become immediately vested and exercisable in full, and may be exercised at any time during the period ending on the expiration date of this option or the five (5) year period after the Grant Datedate of such Retirement or Disability, then the Option shall terminate immediately upon such termination of Participant’s Employmentwhichever period is shorter; (c) if Participantii. In the event of the Optionee’s Termination of Employment is terminated by with the Company or a any Parent or Subsidiary by reason of death, this option shall become immediately vested and exercisable in full, and may be exercised at any time by the Optionee’s beneficiary during the period ending on the expiration date of this option or the five (5) year period after the date of death, whichever period is shorter; or iii. In the event of the Optionee’s Termination of Employment with the Company or any Parent or Subsidiary for any reason other than death, Disability Disability, or CauseRetirement, then this option, to the Option shall terminate on the first business day following the expiration of the 90-day period which began extent exercisable on the date of termination such Termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death , may be exercised at any time within a period of three (3) months after such Termination of Employment or during the period ending on the expiration date of this option, whichever period is shorter; provided, however, that this option may not be exercised to any extent by anyone after the Grant Date and while in Employment or within 60 days after termination date of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event option stated in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentParagraph 2.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment If Optionee's Continuous Service is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than deaththe Disability (as defined in the Plan) or death of Optionee, Disability or Cause, then the Option shall terminate on remain exercisable, with respect to the first business day following shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of six months after the date of such termination (subject to extension as provided in Section 6(i) of the Plan, but in no event later than the expiration date of the 90Option specified in Section 3 of this Agreement), following which six-day month period this Agreement and Optionee's right to exercise the Option shall terminate. If Optionee's Continuous Service is terminated because of Disability of Optionee, 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 12 months 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 began 12-month period this Agreement and Optionee's right to exercise the Option shall terminate. If (i) Optionee's Continuous Service is terminated because of death of Optionee or (ii) Optionee dies within the three-month period after the termination of Optionee's Continuous Service for a reason other than death, 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 death, for a period of 18 months after the date of death (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 18-month period this Agreement and the right to exercise the Option shall terminate. Notwithstanding the foregoing, if the Optionee is removed from the Company's Board of Directors for cause in accordance with the Company's Bylaws, 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 termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentremoval.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at upon the earliest time specified belowfirst to occur of: (a) the tenth anniversary close of business on the date that is ten years from the Grant Date; (b) if Participant’s with respect to (i) the portion of the Option exercisable or which becomes exercisable upon termination of Employment due to Enhanced Retirement, the close of business on the date that is terminated by the Company or a Subsidiary for Cause at any time after ten years from the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (cii) if Participant’s the portion of the Option exercisable upon termination of Employment is terminated by the Company (or a Subsidiary for any reason other than which becomes exercisable upon termination due to death, Disability Disability, Retirement, involuntary termination not for Cause or CauseConstructive Termination), then the Option shall terminate on the first business day following the expiration of (A) 90 days following the 90-day period which began on the date of Participant’s voluntary termination of Employment, involuntary termination of Employment not for Cause or Constructive Termination, and not due to death, Disability, Enhanced Retirement or Retirement, (B) one year following the Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration Employment by reason of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time ; and (C) five years following the date of Participant’s termination of Participant’s Employment, Employment by reason of Retirement. (iii) the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Employment, the date of the Participant’s termination of Employment; or (c) the date of the Participant’s termination of Employment for any reason other than those described in (b) above.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by longer exercisable after the Participant at date which is ten years from the earliest time specified belowdate hereof; provided, however, that the Option shall sooner terminate as follows: (a) If the tenth anniversary Optionee's employment with the Company, its parent, or any of its subsidiaries, or a corporation of a parent or subsidiary of such corporation issuing or assuming the Option in a transaction to which Section 424(a) of the Grant Date; Code applies (bfor purposes of this Section 5, the Company, its parent, subsidiary or such other corporation collectively referred to as the 'Company') if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than disability or death, Disability or Cause, then the Option or unexercised portion thereof shall terminate on the first business day following date which is three months from the expiration effective date of the 90-day period which began on the date of Optionee's termination of Participant’s Employment;employment. (db) if Participant’s Employment If the Optionee's employment with the Company is terminated due to because of his disability (iwithin the meaning of Section 22(e)(3) death at any time after of the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant DateCode), then the Option or unexercised portion thereof shall terminate on the first business day following date which is three months from the expiration effective date of the one-Optionee's termination of employment due to disability. (c) If the Optionee's employment with the Company is terminated by reason of death, then the Option or unexercised portion thereof shall terminate which is one year period which began on after the date of Participant’s death or Disability, as applicablethe Optionee's death. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s EmploymentDuring this period, the Option may be exercised during such by the person or persons to whom the Optionee's rights under this Agreement shall pass by will or by the laws of descent and distribution. Any Option that may be exercised for a period following termination of time the Optionee's employment may be exercised only to the extent it was exercisable as provided immediately before such termination and in Section 2 on such date of termination of Participant’s Employment. The portion of no event after the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentwould expire by its terms without regard to such termination.

Termination of Option. The Subject to Section 7 hereof, the Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by on the Participant at the earliest time specified below: (a) date which is the tenth anniversary of the Grant Date;Date (or if later, the first anniversary of the date of the Optionee's death if such death occurs prior to such tenth anniversary), unless terminated earlier as follows: 6.1 If the employment of the Optionee by the Company is terminated upon expiration of the "Employment Term" (bas defined in the Employment Agreement) if Participant’s Employment after four (4) years, by the Company for Cause, or by the Optionee for any reason, the Optionee may for a period of three (3) months after such termination exercise his Option to the extent, and only to the extent, that such Option or portion thereof was exercisable as of the date of such termination or cessation, after which time the Option shall automatically terminate in full. 6.2 If the employment of the Optionee by the Company is terminated by reason of Disability, the Optionee may, for a period of twelve (12) months after such termination, exercise the Option to the extent, and only to the extent, that such Option or portion thereof was exercisable, as of the date of such termination, after which time the Option shall automatically terminate in full. 6.3 If the employment of the Optionee by the Company is terminated by the Company for any reason other than for Cause, Disability or a Subsidiary for Cause at any time after death a. prior to the two (2) year anniversary of the Grant Date, then the portion of the Option scheduled to vest in accordance with the terms of Section 4 hereof within the six (6) month period immediately following such termination, shall become immediately vested and exercisable as of the date of such termination, or b. on or after the two (2) year anniversary of the Grant Date, the unexercisable portion of the Option shall become immediately vested and exercisable as of the date of such termination, and the Optionee may for a period of three (3) months after such termination exercise his Option to the extent, and only to the extent, that such Option or portion thereof was exercisable as of the date of such termination (after giving effect to Section 6.3(a) or 6.3(b) as applicable) after which time the Option shall automatically tenrninate in full. 6.4 If the employment of the Optionee by the Company is terminated by reason of his death, the Option may be exercised at any time within twelve (12) months after the Optionee's death by the person or persons to whom such rights under the Option shall pass by will, or by the laws of descent or distribution, after which time the Option shall terminate,in full; provided, however, that an Option may be exercised to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of death. If the Optionee dies within twelve (12) months after termination as described in Section 6.2 hereof or within three (3) months after termination as described in Section 6.3 hereof, the Option granted to the Optionee may be exercised at any time within twelve (12) months after the Optionee's death by the person or persons to whom such rights under the Option shall pass by will, or by the laws of descent or distribution, after which time the Option shall terminate in full; provided, however, that an Option may be exercised to the extent, and only to the extent, that the Option or portion thereof was exercisable on the date of termination. 6.5 The Option, to the extent not exercisable, shall terminate immediately upon such the Optionee's termination of Participant’s Employment; (c) if Participant’s Employment is terminated by employment with the Company or a Subsidiary for any reason other than deathreason. 6.6 For purposes of this Section 6, Disability or Cause, then the Option Optionee shall terminate on the first business day following the expiration not be treated as terminated for so long as he is an employee of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment Company or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentSubsidiary.

Termination of Option. The In the event that the Optionee ceases for any reason to be an officer or employee of the Company, or a subsidiary of the Company, at a time prior to the exercise of this Option hereby granted in full, this Option shall terminate and be of no force and effect in accordance with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowfollowing provisions: (a) if the tenth anniversary of the Grant DateOptionee’s employment shall have terminated by resignation or other voluntary action, or if such employment shall have been terminated for cause, this Option shall terminate and may no longer be exercised; (b) if Participantthe Optionee’s Employment is employment shall have been terminated by involuntarily and without cause, the Company or a Subsidiary for Cause Optionee may at any time within a period of sixty (60) days after the Grant Date, then the Option shall terminate immediately upon such termination of Participantemployment exercise this Option to the extent it was exercisable on the date of termination of the Optionee’s Employmentemployment; (c) if Participantthe Optionee’s Employment is employment shall have been terminated by because of disability within the Company or meaning specified in the Plan, the Optionee may at any time within a Subsidiary for any reason other than death, Disability or Cause, then period of one hundred eighty (180) days after such termination of employment exercise this Option to the extent that the Option shall terminate on the first business day following the expiration of the 90-day period which began was exercisable on the date of termination of Participantthe Optionee’s Employment;employment; or (d) if Participantthe Optionee’s Employment is employment shall have been terminated due because of his death, the Option, to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after extent that the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began Optionee was entitled to exercise it on the date of Participant’s death or Disabilitydeath, as applicable. In any event in which the Option remains exercisable for may be exercised within a period of time following one hundred eighty (180) days after the date of termination of ParticipantOptionee’s Employment, death 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; provided, however, that this Option may not be exercised during such period to any extent by anyone after the Expiration Date. For purposes of time only this Agreement, “cause” shall mean conviction of a crime involving moral turpitude, or any other act or omission by the Optionee which, in the reasonable, good faith opinion of the Company, constitutes conduct which is detrimental to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion best interests of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date Company or a subsidiary of the Participant’s termination of EmploymentCompany.

Termination of Option. The option and all rights granted by this Option hereby granted shall Agreement, to the extent those rights have not been exercised, will terminate and be of no force become null and effect with respect to any shares of Common Stock not previously purchased by void on the Participant at the earliest time specified belowsooner of: (a) Such date as is ten (10) years from the tenth anniversary date of the Grant Datethis Option Agreement; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the The Option shall terminate immediately upon such termination of Participant’s EmploymentTermination Date as defined in Section 1.4 hereof; (c) The date which is three months after the date Employee ceases to be in the continuous employ of the Company, if Participant’s Employment such cessation is terminated by the Company disability, retirement, or a Subsidiary for any reason dismissal other than deathfor cause, Disability or Cause, then the Option shall terminate on the first business day following the expiration as defined in Section 9.4 of the 90-day period which began Plan, provided that in the event of Employee's cessation of employment under such terms, Employee may exercise such option only to the extent that Employee was entitled to exercise it on the date of termination Employee's cessation of Participant’s Employmentemployment; (d) The date Employee ceases to be in the continuous employ of the Company if Participant’s Employment such cessation is terminated due to by voluntary termination or dismissal for cause as defined in Sections 9.3 and 9.4 of the Plan; or (ie) The date which is one year following the death at any time after of Employee, if Employee dies while employed by the Grant Date and while in Employment Company or within 60 days after the three-month period following the termination of such Employmentemployment if such termination was by disability, retirement, or (ii) Disability at any time after dismissal other than for cause. In the Grant Dateevent of Employee's death under such terms, then the Option person or persons to whom Employee's rights under the option shall terminate on pass, whether by will or by the first business day following the expiration applicable laws of descent and distribution, may exercise such option pursuant to Section 8.7 of the one-year period which began Plan only to the extent that Employee was entitled to exercise it on the date of Participant’s death or Disability, as applicableEmployee's death. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion For purposes of the Option not exercisable upon termination foregoing provisions, serving as an Employee of Employment shall terminate and be of no force and effect upon the date a subsidiary of the Participant’s termination Company shall be deemed to be serving as an Employee of Employmentthe Company.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect Subject to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below:Paragraph 1(c): (a) If the tenth anniversary Participant incurs an involuntary (as to the Participant) Termination of Service for reasons other than Cause, Disability or death, or if the Participant incurs a Termination of Service that constitutes a Retirement, then (i) any vested portion of the Grant Date;Option shall be cancelled ninety (90) days after such Termination of Service or upon the expiration of the remaining Option Period, whichever period is shorter, and (ii) any unvested portion of the Option shall immediately be cancelled. (b) if Participant’s Employment is terminated by If the Company Participant incurs a Termination of Service on account of his or a Subsidiary for Cause at any time after the Grant Dateher Disability or death, then the Option shall terminate immediately be cancelled on the one (1) year anniversary of such Termination of Service, or upon such termination the expiration of Participant’s Employment;the remaining Option Period, whichever period is shorter. (c) if Participant’s Employment If the Participant incurs a Termination of Service that is terminated by either (i) for Cause or (ii) voluntary on the Company or a Subsidiary for any reason part of the Participant (other than death, Disability or CauseRetirement), then the Option shall terminate on the first business day following the expiration of the 90-day period which began will automatically be cancelled on the date of termination such Termination of Service. The Participant’s Employment; (d) if Termination of Service due to death or Disability shall result in the Option becoming fully vested and exercisable. The Participant’s Employment Termination of Service for reasons other than death or Disability shall not accelerate the percentage of Option Shares otherwise exercisable with respect to the Participant. Any portion of the Option that is terminated not exercisable as of the Participant’s Termination of Service (other than an Option that becomes fully exercisable upon Termination of Service due to (ideath or Disability) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began be cancelled on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period such Termination of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentService.

Termination of Option. The Option hereby granted shall terminate and be In the event that Employee has a Termination of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified Service (as described below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than Retirement (as defined below), Disability, or death, Disability or Causethis Option shall immediately thereupon terminate, then except that Employee shall have three (3) months from such termination to exercise any unexercised portion of the Option shall terminate on which is then exercisable (or, if earlier, until the first business day following the expiration of the 90-day period which began on date that is ten (10) years from the date of termination this Agreement). In the event of Participant’s Employment; Employee's Retirement, Employee may, within one (d1) if Participant’s Employment is terminated due to (i) death at any time year after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death such Retirement, or within ten (10) years from the date of this Agreement, whichever shall first occur, exercise any unexercised portion of the Option (whether or not exercisable). In the event that Employee shall die while in the employ of the Company or an Affiliate or incur a Termination of Service due to Disability, as applicable. In any event in which unexercised portion of the Option remains exercisable (whether or not exercisable) may be exercised by Employee or Employee's beneficiary or transferee, as hereinafter provided, for a period of time following one (1) year after the date of termination Employee's death (or Termination of Participant’s Employment, the Option may be exercised during such period of time only Service due to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Disability) or within ten (10) years from the date of this Agreement, whichever shall first occur. Notwithstanding the Participantpreceding two sentences, in the event that within one year of the date of this Agreement, Employee dies or has a Termination of Service due to Retirement or Disability, this Option shall immediately thereupon terminate. For purposes of this Agreement, “Retirement” shall mean Employee’s termination Termination of EmploymentService for any reason (other than due to Employee’s misconduct as determined by the Company in its sole discretion) after Employee has attained age 60 and completed at least five (5) years of continuous service as an Employee of the Company or an Affiliate. For purposes of this Agreement, Termination of Service shall have the meaning set forth in the Plan and be determined by reference to Employee’s active service without reference to any other agreement, written 2 or oral, including Employee’s contract of employment (if any). For the avoidance of doubt, the Termination of Service shall be deemed to take effect as of the date Employee is no longer actively providing services. Thus, in the event of Employee’s Termination of Service (whether or not in breach of local labor laws), unless otherwise expressly provided for under this Agreement, Employee’s right to vest in and exercise the Option, if any, will terminate effective on the date Employee is no longer actively providing services and will not be extended by any notice period mandated contractually or under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to determine when the Employee has incurred a Termination of Service.

Termination of Option. The Except as otherwise stated herein, including Section 7(b), the Option, to the extent not theretofore exercised, shall terminate upon the first of the following dates to occur (the "Expiration Date"): 16.1 In the event of the Optionee's death or Disability (as defined in the Employment Agreement), this Option, to the extent exercisable at the Date of Termination (as defined in the Employment Agreement), in the case of death, may be exercised by the estate of the Optionee or any person who acquired the Option hereby granted by bequest or inheritance, or, in the case of Disability, may be exercised by the Optionee or his legal representative, in accordance with the terms of this Option, at any time prior to twelve (12) months following such death or Disability, as the case may be, after which the Option shall terminate and shall no longer be exercisable; 16.2 In the event of no force the termination of the Optionee's employment for Cause and effect with respect to any shares of Common Stock not previously purchased by the Participant at Optionee upon a Resignation (each as defined in the earliest time specified below:Employment Agreement), this Option and all rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on and after the 30th day following the date of such termination of employment, unless the Board determines otherwise; and (a) 16.3 In the tenth anniversary of event that the Grant Date; (b) if Participant’s Employment Executive's employment is terminated by the Company Without Cause or a Subsidiary by the Executive for Cause Good Reason (each as defined in the Employment Agreement), this Option and all rights granted hereunder shall, upon the Date of Termination (as defined in the Employment Agreement), immediately vest and become exercisable (if not already vested and exercisable), and may be exercised by the Optionee in whole or in part at any time or from time to time prior to the later of the fifth anniversary of the Date of Termination or January 12, 2009, after the Grant Date, then which time the Option shall terminate immediately upon such termination of Participant’s Employment;and shall no longer be exercisable; or (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death16.4 January 12, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment2009, the Option may be exercised during such period tenth anniversary of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentthis Agreement.

Termination of Option. The Option hereby granted shall terminate and a. In the event Optionee ceases to be an employee, consultant or director of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if Participant’s Employment is terminated by either the Company or a Material Subsidiary for Cause at any time after the Grant Datedue to death, then the Option shall terminate immediately upon such Retirement, Resignation, Disability or termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than deathCause (such five events each being a "Qualified Termination"), Disability this Option may be exercised with respect to vested shares by the Optionee or Causehis estate, then personal representative or beneficiary to the Option shall terminate fullest extent that Optionee was entitled to exercise the same on the first business day following the expiration of the 90-day period which began on the date of immediately prior to such termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began commencing on the day next following such termination if such termination is due to the death of the Optionee; (ii) at any time within the 30-day period commencing on the day next following the effective date of such termination if such termination is due to the Resignation of the Optionee; or (iii) at any time within the six-month period commencing on the day next following such termination in the case of any other Qualified Termination (or in any such case in (i), (ii) or (iii) above, if shorter, only for the remaining stated term of this Option). In the event that the Optionee's employment is terminated for any reason other than a Qualified Termination, this Option shall automatically expire simultaneously with such termination. Notwithstanding the preceding provisions of this Paragraph, following any Accelerated Vesting Event, this Option shall remain exercisable for the period set forth in Paragraph 3(b). b. After the Optionee's death, this Option shall be exercisable only by the executor or administrator of the Optionee's estate, or if the Optionee's estate is not in administration, by the person or persons to whom the Optionee's rights shall have passed by the Optionee's will or under the laws of descent and distribution of the state where the Optionee was domiciled at the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentdeath.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth anniversary of the Grant Date; (b) if ParticipantOptionee’s Employment is terminated by the Company or a Subsidiary for Cause serious misconduct (as determined by the Committee) at any time after the Grant Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employment; (c) if ParticipantOptionee’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Early Retirement, Retirement, Disability or Causeserious misconduct, then the Option shall terminate on the first business day following the expiration of the 90120-day period which began on the date of termination of ParticipantOptionee’s Employment; (d) if ParticipantOptionee’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment the employ of the Company or its Subsidiaries or within 60 days after termination of such Employment, Employment or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death death, Retirement or Disability, as applicable; (e) if Optionee’s Employment is terminated due to Early Retirement or Retirement, then the Option shall terminate on the first business day following the expiration of the three-year period which began on the date of Optionee’s Early Retirement or Retirement, as applicable; or (f) in the event Optionee has a Change in Control Termination (as defined in Optionee’s employment agreement with the Company and as in effect as of the Grant Date) then the Option shall terminate on the later of (i) the date that is two years after the date of the Change in Control or (ii) the date that is 120 days after the date of Optionee’s Change in Control Termination. In Except as provided in Section 2(c) hereof, in any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employment. The Except as provided in Section 2(c) hereof, the portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employment.

Termination of Option. (a) The Option hereby granted and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised or terminated earlier in accordance with the terms of this Agreement, shall terminate and be become null and void after the expiration of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: ten (a10) the tenth anniversary of years from the Grant Date;Date (the “Option Term”). (b) if Upon the Participant’s Termination of Employment is terminated by reason of Retirement (as defined in Section 14[(c)] below) or Disability, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may be exercised by the Company or a Subsidiary for Cause at any time after Participant during the Grant Datefollowing periods: (i) the six (6)-month period following the date of Termination of Employment by reason of Disability; and (ii) the one (1) year period following the date of Termination of Employment by reason of Retirement, then but not later than the end of the Option shall terminate immediately upon such termination of Participant’s Employment;Term. (c) if Upon the Participant’s Termination of Employment is terminated by the Company or a Subsidiary for any reason other than of death, Disability or Cause, then any unvested portion of the Option shall terminate on immediately vest in full and become exercisable by the first business day Participant’s legal representative for the one (1) year period following the expiration of the 90-day period which began on the date of termination Termination of Participant’s Employment;, but not later than the end of the Option Term. (d) if Upon the Participant’s Termination of Employment is terminated due to by the Company without Cause (ias defined in Section 14(a) death at any time after below) [or by the Grant Date and while Participant for Good Reason (as defined in Employment Section 14(b) below) in each case],1 upon or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of during the one-year period which began on the date following a Change of Participant’s death or DisabilityControl, as applicable. In any event in which theretofore unvested portion of the Option remains shall immediately vest in full and become exercisable for a the one (1) year period of time following the date of termination Termination of Employment, but in any case not later than the end of the Option Term. (e) Upon the Participant’s EmploymentTermination of Employment by the Company for Cause, any unexercised portion of the Option shall immediately terminate and become null and void. (f) Upon the Participant’s Termination of Employment other than as provided for in Sections 3(b), (c), (d) and (e) above, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may be exercised during the ninety (90) day period following such period Termination of time only to Employment, but not later than the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion end of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon Term. 1 For the date “senior” level award agreement. (g) A transfer of the Participant’s termination employment between the Company and any Subsidiary or Affiliate, or between any Subsidiaries or Affiliates, shall not be deemed to be a Termination of the Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth anniversary of the Grant Award Date; (b) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for Cause serious misconduct (as determined by the Committee) at any time after the Grant Award Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employment;employment; or (c) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated by the Company or a Subsidiary for any reason other than death, Retirement, Disability or Causeserious misconduct, then the Option shall terminate on the first business day following the expiration of the 9060-day period which began on the date of termination of ParticipantOptionee’s Employment;employment; or (d) if ParticipantOptionee’s Employment employment with the Company and its Subsidiaries is terminated due to (i) death at any time after the Grant Award Date and while in Employment the employ of the Company or its Subsidiaries or within 60 days after termination of such Employmentemployment, (ii) Retirement, or (iiiii) Disability at any time after the Grant Award Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death death, Retirement or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employmentemployment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employmentemployment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employmentemployment.

Termination of Option. The Option hereby In the event that the employment of the Optionee with the Corporation is terminated for any reason, the Optionee may exercise Options granted shall terminate and be of no force and effect hereunder, with respect to any the number of shares for which the Optionee is on that date vested, within three (3) months after the date of Common Stock not previously purchased by the Participant at the earliest time specified belowsuch termination; provided, however, that: (a) the tenth anniversary i. If such termination is because of the Grant Date; (b) if Participant’s Employment is terminated by the Company Optionee's death or a Subsidiary for Cause at any time after the Grant Datedisability, then such Options may only be exercised with respect to the Option shall terminate immediately upon such termination number of Participant’s Employment; (c) if Participant’s Employment shares for which the Optionee is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on vested at the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due and by the Optionee, the Optionee's legal representative or a person who acquired the right to (i) death at any time after the Grant Date and while in Employment exercise such Option by bequest or within 60 days after termination of such Employment, inheritance or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration by reason of the one-death of the Optionee, as the case may be (hereinafter such person is referred to as the "Optionee"), within one (1) year period which began on after the date of Participant’s Optionee's termination on account of death or Disability, as applicabledisability. In any the event of an exercise under the terms of this 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 anniversary of this Agreement other than for the reasons set forth in which the Option remains exercisable for a period subsections i. or ii. of time following the date of termination of Participant’s Employmentthis Section 2.2, the Option may Optionee shall be exercised during such period of time only entitled to exercise all Options issued hereunder which remain unexercised to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s EmploymentOptions have vested at such time. iv. The portion In no event (including by death of the Option not exercisable upon termination Optionee) may any Options granted hereunder be exercised after the fifth anniversary of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of Employmentthis Agreement.

Termination of Option. (a) The Option hereby granted and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised or terminated earlier in accordance with the terms of this Agreement, shall terminate and be become null and void after the expiration of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: ten (a10) the tenth anniversary of years from the Grant Date;Date (the “Option Term”). (b) if Upon the Participant’s Termination of Employment is terminated by reason of Disability, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may be exercised by the Company or a Subsidiary for Cause at any time after Participant during the Grant Datesix (6)-month period following the date of Termination of Employment by reason of Disability, then but not later than the end of the Option shall terminate immediately upon such termination of Participant’s Employment;Term. (c) if Upon the Participant’s Termination of Employment is terminated by the Company or a Subsidiary for any reason other than of death, Disability or Cause, then any unvested portion of the Option shall terminate on immediately vest in full and become exercisable by the first business day Participant’s legal representative for the one (1) year period following the expiration of the 90-day period which began on the date of termination Termination of Participant’s Employment;, but not later than the end of the Option Term. (d) if Upon the Participant’s Termination of Employment is terminated due to (i) death at by the Partnership for Cause, any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The unexercised portion of the Option not exercisable upon termination shall immediately terminate and become null and void. (e) Upon the Participant’s Termination of Employment shall terminate other than as provided for in Sections 3(b), (c) and (d) above, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may only be exercised during the ninety (90) day period following such Termination of no force and effect upon Employment, but not later than the date end of the Option Term. (f) A transfer of the Participant’s termination employment between the Partnership and any Subsidiary or Affiliate, or between any Subsidiaries or Affiliates, shall not be deemed to be a Termination of the Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock Shares not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth seventh anniversary of the Grant Award Date; (b) if ParticipantOptionee’s Employment employment with the Company is terminated by the Company without “Cause” or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary Optionee for any reason other than death“Good Reason” (as such terms are defined in the Employment Agreement), Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participantthe Optionee’s termination of employment; or (c) if Optionee’s employment with the Company is terminated by the Company with “Cause” in accordance with the Employment Agreement, the Option shall terminate immediately upon such termination of Optionee’s employment; or (d) if Optionee’s employment with the Company is terminated as a result of death or DisabilityDisability or following a Change in Control that results in acceleration of vesting of Common Shares pursuant to Section 2(d) above, the Common Shares that were then vested shall remain exercisable until the seventh anniversary of the Award Date; or (e) if Optionee’s employment with the Company is terminated for any reason other than those set forth in Sections 3(b), (c) and (d) above, the Option shall terminate on the first business day following the expiration of the 90-day period beginning on the date of termination of Optionee’s employment; provided, however, that if Optionee is not permitted to exercise the Option because of a Company-imposed restriction on trading of its Common Shares (e.g., during any “black out” period), and the Option would otherwise expire during such restricted period, the expiration date of the Option shall automatically be extended for 90 days following the end of such restriction or such longer period as the Company may decide, provided that such longer extension does not result in any adverse tax implications to Employee under Section 409A of the Internal Revenue Code of 1986, as applicableamended. In any the event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employmentemployment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of ParticipantOptionee’s Employmentemployment. The That portion of the Option not exercisable upon termination of Employment the Optionee’s employment shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employmentemployment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant Optionee at the earliest time specified below: (a) the tenth seventh anniversary of the Grant Award Date; (b) if ParticipantOptionee’s Employment employment with the Company and its Affiliates and service as a Director is terminated by the Company or a Subsidiary for Cause “cause” (as determined by the Committee) at any time after the Grant Award Date, then the Option shall terminate immediately upon such termination of ParticipantOptionee’s Employmentemployment; (c) if ParticipantOptionee’s Employment employment with the Company and its Affiliates and service as a Director is terminated by the Company or a Subsidiary for any reason other than death, Retirement, Disability or Cause, termination for “cause,” then the Option shall terminate on the first business day following the expiration of the 90-day period which began beginning on the date of termination of ParticipantOptionee’s Employment;employment and service as a Director; or (d) if ParticipantOptionee’s Employment employment with the Company and its Affiliates and service as a Director is terminated due to (i) the death or Disability of the Optionee at any time after the Grant Award Date and while in Employment the employ of the Company or its Affiliates or service as Director, or within 60 90 days after termination of such Employment, employment or (ii) Disability at any time after the Grant Dateservice for reasons other than “cause”, then the Option shall terminate on the first business day following the expiration of the onetwo-year period which began on the date of ParticipantOptionee’s death or Disability. If Optionee’s employment with the Company and its Affiliates and service as a Director is terminated due to the Retirement of the Optionee at any time after the Award Date and while in the employ of the Company or its Affiliates or service as Director, as applicablethen the Option shall terminate on the seventh anniversary of the Award Date. In any the event in which the Option remains exercisable for a period of time following the date of termination of ParticipantOptionee’s Employmentemployment and service as a Director, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination, unless such termination of Employment is due to Retirement, shall terminate and be of no force and effect upon the date of the ParticipantOptionee’s termination of Employmentemployment and service as a Director.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect Subject to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below:Section 1(c): (a) If a Participant has an involuntary (as to the tenth anniversary Participant) Termination of Employment for reasons other than Cause, Disability or death, this Option shall be canceled ninety (90) days after the Grant Date;date of such Termination of Employment or after the remaining Option Period, if shorter. (b) if Participant’s If a Participant has a Termination of Employment is terminated by the Company or a Subsidiary for Cause at any time after the Grant Datedue to Retirement, then the this Option shall terminate immediately upon such termination of Participant’s Employment; (c) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on be canceled one year after the date of termination such Termination of Employment or after the remaining Option Period, if shorter. For this purpose, Retirement means the Participant’s Employment; (d) if Participant’s Termination of Employment is terminated due to after attaining either (i) death at any time after age 55 with the Grant Date and while in Employment or within 60 days after termination accrual of such Employment10 years of service, or (ii) age 65. (c) If the Termination of Employment is on account of the Disability at any time after or death of the Grant DateParticipant, then the this Option shall terminate on the first business day following the expiration of the one-be canceled one year period which began on after the date of Participant’s the termination of employment or the appointment of a Representative in the case of death or Disabilityafter the remaining Option Period, as applicable. In any event in which if shorter. (d) If the Participant has a voluntary Termination of Employment (other than due to Retirement), this Option remains exercisable for a period of time following will be canceled thirty (30) days after the date of termination such Termination of Employment. (e) If the Participant has a Termination of Employment for Cause, this Option will automatically be canceled simultaneously with the date of such Termination of Employment. A Participant’s Employment, Termination of Employment due to death or Disability will result in the Option’s being fully exercisable. A Participant’s Termination of Employment due to other than death or Disability does not accelerate the percentage of the Option may be exercised during such period of time only otherwise exercisable with respect to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The Any portion of the Option which is not exercisable upon termination as of a Participant’s Termination of Employment shall terminate and be of no force and effect upon other than due to death or Disability is canceled simultaneously with the date of the Participant’s termination such Termination of Employment.

Termination of Option. (a) The Option hereby granted and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised or terminated earlier in accordance with the terms of this Agreement, shall terminate and be become null and void after the expiration of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified below: ten (a10) the tenth anniversary of years from the Grant Date;Date (the “Option Term”). (b) if Upon the Participant’s Termination of Employment is terminated by reason of Retirement (as defined in Section 15[(c)] below) or Disability, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may be exercised by the Company or a Subsidiary for Cause at any time after Participant during the Grant Datefollowing periods: (i) the six (6)-month period following the date of Termination of Employment by reason of Disability; and (ii) the one (1) year period following the date of Termination of Employment by reason of Retirement, then but not later than the end of the Option shall terminate immediately upon such termination of Participant’s Employment;Term. (c) if Upon the Participant’s Termination of Employment is terminated by the Company or a Subsidiary for any reason other than of death, Disability or Cause, then any unvested portion of the Option shall terminate on immediately vest in full and become exercisable by the first business day Participant’s legal representative for the one (1) year period following the expiration of the 90-day period which began on the date of termination Termination of Participant’s Employment;, but not later than the end of the Option Term. (d) if Upon the Participant’s Termination of Employment is terminated due to by the Company without Cause (ias defined in Section 15(a) death at any time after below) [or by the Grant Date and while Participant for Good Reason (as defined in Employment Section 15(b) below) in each case],1 upon or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of during the one-year period which began on the date following a Change of Participant’s death or DisabilityControl, as applicable. In any event in which theretofore unvested portion of the Option remains shall immediately vest in full and become exercisable for a the one (1) year period of time following the date of termination Termination of Employment, but in any case not later than the end of the Option Term. (e) Upon the Participant’s EmploymentTermination of Employment by the Company for Cause, any unexercised portion of the Option shall immediately terminate and become null and void. 1 For the “senior” level award agreement. (f) Upon the Participant’s Termination of Employment other than as provided for in Sections 3(b), (c), (d) and (e) above, the portion of the Option that was outstanding and exercisable as of such Termination of Employment may be exercised during the ninety (90) day period following such period Termination of time only to Employment, but not later than the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion end of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date Term. (g) A transfer of the Participant’s termination employment between the Company and any Subsidiary or Affiliate, or between any Subsidiaries or Affiliates, shall not be deemed to be a Termination of the Employment.

Termination of Option. The Option hereby granted shall terminate and be of no force and effect with respect Except as set forth in the following sentence, this Option, to any shares of Common Stock the extent not previously purchased by the Participant at the earliest time specified below: (a) exercised, shall expire on the tenth anniversary of the Grant Date; (b) if Participant. Notwithstanding the foregoing and except as otherwise provided in the Optionee’s Employment is terminated by written employment agreement or another written agreement with the Company or a Subsidiary for Cause at any time after policy of the Grant DateCompany, then the if any, this Option shall terminate immediately expire upon such the termination of Participantthe Optionee’s Employment;Service with the Company, as follows: (ca) if ParticipantIf the Optionee’s Employment Service with the Company is terminated by the Company or a Subsidiary for any reason other than death, Disability or Cause, then or other than as the Option shall terminate on the first business day following the expiration result of the 90-day period which began on the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of ParticipantOptionee’s death or Disability, as applicable. In (i) this Option shall remain exercisable with respect to any event in vested Option Shares until the later of (A) 90 days after such termination, or (B) 30 days following the end of any blackout period to which the Optionee may be subject, on which date they shall expire, and (ii) this Option remains exercisable for a period shall immediately expire and be forfeited with respect to any unvested Option Shares as of time following the commencement of business on the date of termination of Participantsuch termination; or (b) If the Optionee’s EmploymentService with the Company is terminated for Cause, the this Option may shall immediately expire and be exercised during such period of time only to the extent it was exercisable forfeited as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination commencement of Employment shall terminate and be of no force and effect upon business on the date of such termination; or (c) If the ParticipantOptionee’s termination Service with the Company is terminated as the result of Employmentthe Optionee’s Disability or death, this Option shall remain exercisable with respect to any vested Option Shares until the expiration of one year after such termination, on which date they shall expire.

Termination of Option. The unvested portion of the Option hereby granted shall immediately terminate upon the termination of the Participant’s employment with the Company and be its Affiliates for any reason; provided, however, that, if such termination of no force and effect with respect to any shares of Common Stock not previously purchased the Participant’s employment is by the Company without “Cause” or by the Participant for “Good Reason” (as such terms are defined in the employment agreement between the Participant and the Company, dated as of the date of this Agreement), then, any portion of the Option that is not vested or exercisable as of the date of such termination shall automatically become fully vested and exercisable as of the date of such termination without further action by the Company or the Participant, and the Option shall remain exercisable in accordance with the provisions of the following sentence. In the event of a termination of the Participant’s employment with the Company, the Option shall remain exercisable by the Participant to the extent of the portion thereof which was vested and exercisable at the date of such termination (after giving effect to any acceleration of vesting and exercisability if applicable under the preceding sentence), provided, that such portion shall expire upon the earliest time specified below: to occur of (ai) the tenth anniversary of the Grant Date; Date of Grant, (bii) if the date of the termination of the Participant’s Employment is terminated employment with the Company and its Affiliates either (x) by the Company with Cause or a Subsidiary for Cause at any time after the Grant Date, then the Option shall terminate immediately upon such termination of Participant’s Employment; (cy) if Participant’s Employment is terminated by the Company or a Subsidiary for any reason Participant other than deathfor Good Reason, Disability or Cause, then the Option shall terminate on the first business day following the expiration of the 90-day period which began on (iii) the date of termination of Participant’s Employment; sixty (d60) if Participant’s Employment is terminated due to (i) death at any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of the termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s employment the Company and its Affiliates by the Company without Cause or by the Participant for Good Reason; (iv) the first anniversary of the termination of Employmentthe Participant’s employment with the Company and its Affiliates (A) by reason of the Participant’s death, or (B) by the Company on account of Disability; or (v) as otherwise described in Section 12 of the Plan.

Termination of Option. The Option hereby granted shall terminate (a) In the event that (1) the Corporation terminates the Holder's employment for Cause or (2) the Holder voluntarily terminates his employment with the Corporation other than for Good Reason, at any time while the Options are outstanding and be of no force and effect with respect to any shares of Common Stock not previously purchased by the Participant at the earliest time specified belowunexercised in whole or in part: (ai) the tenth portion of the Options that is not exercisable shall terminate as of such termination of employment; and (ii) the portion of the Options that is exercisable shall continue to be exercisable in accordance with the terms of this Agreement until the earlier of (A) the Option Termination Time and (B) the first anniversary of the Grant Date;such termination of employment. (b) if Participant’s Employment In the event that (i) the Holder voluntarily terminates his employment with the Corporation for Good Reason, (ii) the Corporation terminates the Holder's employment other than for Cause, (iii) the Holder's employment is terminated by as a result of the Company Holder's death or Disability, or (iv) the Holder's employment with the Corporation, is terminated upon expiration of the Term (as defined in the Employment Agreement) as a Subsidiary result of notice from the Corporation (the date of such termination being referred to as the "Termination Date"), then, solely for Cause purposes of this Agreement, the Holder shall be deemed to be an employee of the Corporation until the earlier of (x) the Option Termination Time and (y) the first anniversary of the Termination Date (the "Vesting Date") and the options may become exercisable in accordance with the terms of Section 2.3 of this Agreement at any time until and including the Vesting Date and the Options may be exercised, to the extent they become exercisable, from time to time at any time before the earlier of (i) the later of (A) one year after the Grant Date, then date on which the Options become exercisable and (B) the first anniversary of the Termination Date and (2) the Option shall terminate immediately upon such termination of Participant’s Employment;Termination time. (c) if Participant’s Employment is terminated by For purposes of this Agreement, the Company or a Subsidiary for any reason other than death, Disability or Cause, then the Option Holder shall terminate on the first business day following the expiration be an employee of the 90-day period which began on Corporation if he is an employee of either the date of termination of Participant’s Employment; (d) if Participant’s Employment is terminated due to (i) death at Corporation or any time after the Grant Date and while in Employment or within 60 days after termination of such Employment, or (ii) Disability at any time after the Grant Date, then the Option shall terminate on the first business day following the expiration subsidiary of the one-year period which began on the date of Participant’s death or Disability, as applicable. In any event in which the Option remains exercisable for a period of time following the date of termination of Participant’s Employment, the Option may be exercised during such period of time only to the extent it was exercisable as provided in Section 2 on such date of termination of Participant’s Employment. The portion of the Option not exercisable upon termination of Employment shall terminate and be of no force and effect upon the date of the Participant’s termination of EmploymentCorporation.