Common use of Termination of Service (Other Than By Death or Disability Clause in Contracts

Termination of Service (Other Than By Death or Disability. If a Participant who is an Employee ceases to be an Employee for any reason other than death or total or permanent disability, as the case may be, or if there is a termination (other than by reason of death or total or permanent disability, as the case may be) of the consulting, service or similar relationship in respect of which a non-Employee Participant was granted an Award hereunder (such termination of the employment or other relationship being herein referred to as a "Status Change"), the following will apply: (a) Except as otherwise determined by the Committee, all Options held by the Participant that were not exercisable immediately prior to the Status Change shall terminate at the time of the Status Change. Any Options that were exercisable immediately prior to the Status Change will continue to be exercisable for a period of three months (or such longer period as the Committee may determine), and shall thereupon terminate, unless the Award provides by its terms for immediate termination in the event of a Status Change. If the Status Change results from a discharge for cause (gross negligence or acts done with a malicious intent, as determined by the Committee), all Awards will terminate if the Committee so determines in its discretion either before or after such termination of employment. In no event, however, shall an Option remain exercisable beyond the latest date on which it could have been exercised without regard to this Section 7. For purposes of this paragraph, in the case of a Participant who is an Employee, a Status Change shall not be deemed to have resulted by reason of (i) a sick leave or other bona fide leave of absence approved for purposes of the Plan by the Committee, so long as the Employee's right to reemployment is guaranteed either by statute or by contract, or (ii) a transfer of employment between the Company and a subsidiary or between subsidiaries, or to the employment of a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming an option in a transaction to which Section 424(a) of the Code applies. (b) Intentionally left blank. (c) Intentionally left blank.

Termination of Service (Other Than By Death or Disability. If a Participant who is an Employee ceases to be an Employee for any reason other than death or total or permanent disability, as the case may be, or if there is a termination (other than by reason of death or total or permanent disability, as the case may bemaybe) of the consulting, service or similar relationship in respect of which a non-Employee Participant was granted an Award hereunder (such termination of the employment or other relationship being herein referred to as a "Status Change"), the following will apply: (a) Except as otherwise determined by the Committee, all Options held by the Participant that were not exercisable immediately prior to the Status Change shall terminate at the time of the Status Change. Any Options that were exercisable immediately prior to the Status Change will continue to be exercisable for a period of three months (or such longer period as the Committee may determine), and shall thereupon terminate, unless the Award Option provides by its terms for immediate termination in the event of a Status Change. If the Status Change results from a discharge for cause (gross negligence or acts done with a malicious intentcause, as determined by the Committee), all Awards Option will terminate if the Committee so determines in its discretion either before or after such termination of employment. In no event, however, shall an the Option remain exercisable beyond the latest date on which it could have been exercised without regard to this Section 7. For purposes of this paragraph, in the case of a Participant who is an Employee, a Status Change shall not be deemed to have resulted by reason of (i) a sick leave or other bona fide leave of absence approved for purposes of the Plan by the Committee, so long as the Employee's right to reemployment is guaranteed either by statute or by contract, or (ii) a transfer of employment between the Company and a subsidiary or between subsidiaries, or to the employment of a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming an option in a transaction to which Section section 424(a) of the Code applies. (b) Intentionally left blank. (c) Intentionally left blank.