Common use of Treatment of the Stock Option Upon Cessation of Employment Clause in Contracts

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If Notwithstanding the foregoing, and subject to Section 2(b) above, the following rules will apply in all circumstances if an Optionee’s Employment ceases: automatically and immediately upon the cessation of Employment, the Stock OptionOption will cease to be exercisable and will terminate, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as followsexcept that: (ia) Subject to clauses (iib), (c) and (iiid) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date day that is three months following the date of after such cessation of Employment, Employment or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i4(a) will thereupon immediately terminate. (iib) Subject to clauses (iiic) below and Section 4 of this Agreement(d) below, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii4(b) will thereupon immediately terminate. (iiic) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the The Stock Option (whether or not vested) will immediately terminate and be forfeited upon immediately prior to the cessation of Optionee’s Employment if the Administrator in its sole discretion determines that such terminationcessation of Employment has resulted for reasons which cast such discredit on the Optionee as to justify immediate termination of the Award or are otherwise determined by the Administrator to constitute cause. (d) The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Stock Option at any time if the Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, or if the Optionee breaches any agreement with the Company or its subsidiaries with respect to non-competition, non-solicitation or confidentiality.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the Optionee’s Disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death such cessation of Employment or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 of this Agreementbelow, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathhis or her death or due to the termination of the Optionee’s Employment by the Company due to his or her Disability, will remain exercisable until the earlier of (A) one year following the first anniversary date of the Optionee’s death such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the The Stock Option (whether or not vested) will immediately terminate and be forfeited upon such terminationimmediately prior to the cessation of Optionee’s Employment if the Optionee’s Employment is terminated for Cause or if the cessation of the Optionee’s Employment occurs in circumstances that in the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three (3) months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the this Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If Notwithstanding the Optioneeprovisions of Section 6(a)(4) of the Plan, if the Participant’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 or as otherwise determined by the Administrator in connection with the final sentence of this AgreementSection 2(c), the Stock Option, Option to the extent vested immediately prior to the cessation of the OptioneeParticipant’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months 90th day following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) 2(c)(i), will thereupon immediately terminate. (ii) Subject to clauses (iii) and (iv) below and Section 4 2(a)(ii) of this AgreementAgreement or as otherwise determined by the Administrator in connection with the final sentence of this Section 2(c), the Stock Option, to the extent vested immediately prior to as of the cessation of the OptioneeParticipant’s Employment due to deathby the Company without Cause, the Stock Option will remain exercisable until the earlier of (A) the first anniversary 180th day following the date of the Optionee’s death such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) 2(c)(ii), will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated Subject to Section 2(a)(iii) of this Agreement or as otherwise determined by the Company and its subsidiaries Administrator in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determinefinal sentence of this Section 2(c), or such termination occurs in circumstances that in the determination Stock Option, to the extent vested as of the Administrator would have entitled cessation of the Company and its subsidiaries to terminate the OptioneeParticipant’s Employment for Causedue to death or Disability, will remain exercisable until the earlier of (A) the first anniversary of the Participant’s death or Disability or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 2(c)(iii) will thereupon immediately terminate. (iv) The Stock Option (whether or not vestedvested or exercisable) will immediately terminate and be forfeited upon such terminationimmediately prior to the cessation of Participant’s Employment if the Participant is terminated by the Company for Cause. For the avoidance of doubt, the Administrator shall have discretion to determine vesting treatment of any then-unvested portion of the Stock Option in the event the Participant’s Employment terminates due to retirement.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that which is three months following 60 days after the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s EmploymentEmployment (after giving effect to any accelerated vesting as provided for herein), will remain exercisable until the earlier of (A) the date that which is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If Notwithstanding the Optioneeprovisions of Section 6(a)(4) of the Plan, if the Participant’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 or as otherwise determined by the Administrator in connection with the final sentence of this AgreementSection 2(c), the Stock Option, Option to the extent vested immediately prior to the cessation of the OptioneeParticipant’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months 90th day following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) 2(c)(i), will thereupon immediately terminate. (ii) Subject to clauses (iii) and (iv) below and Section 4 2(a)(ii) of this AgreementAgreement or as otherwise determined by the Administrator in connection with the final sentence of this Section 2(c), the Stock Option, to the extent vested immediately prior to as of the cessation of the OptioneeParticipant’s Employment due to deathby the Company without Cause or by the Participant for Good Reason, the Stock Option will remain exercisable until the earlier of (A) the first anniversary 180th day following the date of the Optionee’s death such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) 2(c)(ii), will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated Subject to Section 2(a)(iii) of this Agreement or as otherwise determined by the Company and its subsidiaries Administrator in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determinefinal sentence of this Section 2(c), or such termination occurs in circumstances that in the determination Stock Option, to the extent vested as of the Administrator would have entitled cessation of the Company and its subsidiaries to terminate the OptioneeParticipant’s Employment for Causedue to death or Disability, will remain exercisable until the earlier of (A) the first anniversary of the Participant’s death or Disability or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 2(c)(iii) will thereupon immediately terminate. (iv) The Stock Option (whether or not vestedvested or exercisable) will immediately terminate and be forfeited upon such terminationimmediately prior to the cessation of Participant’s Employment if the Participant is terminated by the Company for Cause. For the avoidance of doubt, the Administrator shall have discretion to determine vesting treatment of any then-unvested portion of the Stock Option in the event the Participant’s Employment terminates due to retirement.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and or its subsidiaries Affiliates in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If Notwithstanding the Optioneeprovisions of Section 6(a)(4) of the Plan, if the Participant’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 or as otherwise determined by the Administrator in connection with the final sentence of this AgreementSection 2(c), the Stock Option, Option to the extent vested immediately prior to the cessation of the OptioneeParticipant’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months 90th day following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) 2(c)(i), will thereupon immediately terminate.. 72870668_2 (ii) Subject to clauses (iii) and (iv) below and Section 4 2(a)(ii) of this AgreementAgreement or as otherwise determined by the Administrator in connection with the final sentence of this Section 2(c), the Stock Option, to the extent vested immediately prior to as of the cessation of the OptioneeParticipant’s Employment due to deathby the Company without Cause or by the Participant for Good Reason, the Stock Option will remain exercisable until the earlier of (A) the first anniversary 180th day following the date of the Optionee’s death such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) 2(c)(ii), will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated Subject to Section 2(a)(iii) of this Agreement or as otherwise determined by the Company and its subsidiaries Administrator in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determinefinal sentence of this Section 2(c), or such termination occurs in circumstances that in the determination Stock Option, to the extent vested as of the Administrator would have entitled cessation of the Company and its subsidiaries to terminate the OptioneeParticipant’s Employment for Causedue to death or Disability, will remain exercisable until the earlier of (A) the first anniversary of the Participant’s death or Disability or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 2(c)(iii) will thereupon immediately terminate. (iv) The Stock Option (whether or not vestedvested or exercisable) will immediately terminate and be forfeited upon such terminationimmediately prior to the cessation of Participant’s Employment if the Participant is terminated by the Company for Cause. For the avoidance of doubt, the Administrator shall have discretion to determine vesting treatment of any then-unvested portion of the Stock Option in the event the Participant’s Employment terminates due to retirement.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code), will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death such cessation of Employment or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, Option to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii), (iv) and (iiiv) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain outstanding and exercisable until the earlier of (A) the date that is three months thirty (30) days following the date of such cessation of Employment, or and (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iiiiv) below and Section 4 (v) below, if the Optionee’s Employment terminates by reason of this Agreementthe Optionee’s death or Disability, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathit is then vested, will remain outstanding and exercisable until the earlier of (A) the first (1st) anniversary of the Optionee’s death or date of termination, and (B) the Final Exercise Date, and then, except to the extent previously exercised as permitted by this Section 3(c)(ii) exercised, will thereupon immediately terminate. (iii) Subject to clauses (iv) and (v) below, if the Optionee’s Employment terminates by reason of an involuntary termination by the Company and its subsidiaries other than for Cause, the Stock Option, to the extent it is then vested, will remain outstanding and exercisable until the earlier of (A) the date that is ninety (90) days after the date of termination and (B) the Final Exercise Date, and then, except to the extent previously exercised, will thereupon immediately terminate. (iv) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine)for Cause, or if the Optionee voluntarily terminates his or her Employment and, at the time of such termination occurs in termination, there exist circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. (v) The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Stock Option at any time if the Optionee breaches any agreement with the Company or its subsidiaries with respect to non-competition, non-solicitation, or non-hire.

Treatment of the Stock Option Upon Cessation of Employment. If Except as expressly provided on Schedule B, if the Optionee’s Employment ceases, the Stock Option, Option to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii), (iv) and (iiiv) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain outstanding and exercisable until the earlier of (A) the date that is three months thirty (30) days following the date of such cessation of Employment, or and (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iiiiv) below and Section 4 (v) below, if the Optionee’s Employment terminates by reason of this Agreementthe Optionee’s death or Disability, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathit is then vested, will remain outstanding and exercisable until the earlier of (A) the first (1st) anniversary of the Optionee’s death or date of termination, and (B) the Final Exercise Date, and then, except to the extent previously exercised as permitted by this Section 3(c)(ii) exercised, will thereupon immediately terminate. (iii) Subject to clauses (iv) and (v) below, if the Optionee’s Employment terminates by reason of an involuntary termination by the Company and its subsidiaries other than for Cause, the Stock Option, to the extent it is then vested, will remain outstanding and exercisable until the earlier of (A) the date that is ninety (90) days after the date of termination and (B) the Final Exercise Date, and then, except to the extent previously exercised, will thereupon immediately terminate. (iv) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine)for Cause, or if the Optionee voluntarily terminates his or her Employment and, at the time of such termination occurs in termination, there exist circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. (v) The Administrator may cancel, rescind, withhold or otherwise limit or restrict any Stock Option at any time if the Optionee breaches the Restrictive Covenant Obligations set forth below.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s EmploymentEmployment (after giving effect to any accelerated vesting as provided for herein), will remain exercisable until the earlier of (A) the date that which is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i3(d)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iiiiv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii3(d)(ii) will thereupon immediately terminate. (iii) Subject to clause (iv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the Optionee’s voluntary resignation (whether or not for Good Reason), subject to the Optionee’s compliance with all restrictive covenants in favor of the Company and/or its subsidiaries by which the Optionee is bound, shall remain exercisable for a period of two years following the date of such resignation and, except to the extent previously exercised as permitted by this Section 3(d)(iii), will thereupon immediately terminate and be forfeited. (iv) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) i. Subject to clauses (ii) and (iii) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) . Subject to clauses clause (iii) below and Section 4 of this Agreementbelow, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathhis or her death or due to the termination of the Optionee’s Employment by the Company due to his or her Disability, will remain exercisable until the earlier of (A) one year following the first anniversary date of the Optionee’s death such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the . The Stock Option (whether or not vested) will immediately terminate and be forfeited upon such terminationimmediately prior to the cessation of the Optionee’s Employment if the Optionee’s Employment is terminated for Cause or if the cessation of the Optionee’s Employment occurs in circumstances that in the sole determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three six months following the date of such cessation of EmploymentEmployment (provided, however, that, to the extent the Stock Option is exercised more than three months after the date the Optionee ceases to be an employee of the Company within the meaning of Section 422 of the Code, the Stock Option will be treated as a stock option that is other than an “incentive stock option” as defined in Section 422 of the Code), or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code), will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death such cessation of Employment or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreementbelow, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three four months following the date of such cessation of the Optionee’s Employment, or and (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) ), will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the The Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, the Optionee’s death will remain exercisable until the earlier of (A) the first anniversary one year following cessation of the Optionee’s death or Employment, and (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) ), will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the The Stock Option (whether or not vested) will immediately terminate and be forfeited upon immediately prior to the cessation of Optionee’s Employment if the Administrator in its sole discretion determines that such terminationcessation of Employment is for Cause or occurs under circumstances that would have constituted grounds for the Optionee’s Employment to be terminated for Cause.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, Option to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) ), (iii), and (iii) below and Section 4 of this Agreementiv), the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three months 30th day following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the The Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If The Stock Option, to the extent vested immediately prior to termination of Optionee’s Employment is terminated by as a result of Disability, will remain exercisable until the Company earlier of (A) the 180th day following the termination due to Disability, or (B) the Final Exercise Date, and its subsidiaries will thereupon immediately terminate. (iv) In the event of the cessation of Optionee’s Employment in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon immediately prior to such terminationcessation of Employment.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three six months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the Optionee’s Disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death such cessation of Employment or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 5 of this Agreement, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three (3) months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i4(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 5 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable by the Beneficiary until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii4(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the this Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. Notwithstanding the foregoing, to the extent the Optionee is a party to an Executive Severance Agreement or other written agreement with the Company that provides for the Stock Option to remain outstanding and continue to vest during a specified period of time following the Optionee’s cessation of Employment (such period, the “Severance Period”), the Stock Option shall remain outstanding and shall continue to vest in accordance with the terms of this Agreement during the Severance Period as if the Optionee had remained employed during such period, subject to any conditions on continued vesting as may be contained in such Executive Severance Agreement or other written agreement. Any portion of this Stock Option that vests during such Severance Period will remain exercisable until the earlier of (A) the date that is three (3) months following the date that is the last day of such Severance Period, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 4(c) will thereupon immediately terminate. For the avoidance of doubt, any portion of the Stock Option that fails to vest during the Severance Period will immediately be forfeited on the last day of such period.

Treatment of the Stock Option Upon Cessation of Employment. If the OptioneeParticipant’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the OptioneeParticipant’s EmploymentEmployment (after giving effect to any accelerated vesting as provided for herein), will remain exercisable until the earlier of (A) the date that which is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i3(d)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the OptioneeParticipant’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the OptioneeParticipant’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii3(d)(ii) will thereupon immediately terminate. (iii) If the OptioneeParticipant’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the OptioneeParticipant’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that which is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) and (iv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the termination of the Optionee’s Employment by the Company or its Affiliates due to Disability, will remain exercisable until the earlier of (A) the first anniversary of the date of the Optionee’s death or such cessation due to Disability or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) Subject to clause (iv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to Retirement, or to the extent the Stock Option or any portion thereof vests following such cessation of Employment in accordance with Section 3(a) of this Agreement, will remain exercisable until the earlier of (A) the fifth anniversary of the date of such Retirement or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(oii) will thereupon immediately terminate. (iv) If the Optionee’s Employment is terminated by the Company and or its subsidiaries Affiliates in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for CauseCause Circumstances, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the the (1) Note to Draft: Applicable vesting terms to be inserted at grant. extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested vested, will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 5 of this Agreement, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three (3) months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i4(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 5 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable by the Beneficiary until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii4(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the this Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. Notwithstanding the foregoing, to the extent the Optionee is a party to an Executive Severance Agreement or other written agreement with the Company that provides for the Stock Option to remain outstanding and continue to vest during a specified period of time following the Optionee’s cessation of Employment (such period, the “Severance Period”), the Stock Option shall remain outstanding and shall continue to vest in accordance with the terms of this Agreement during the Severance Period as if the Optionee had remained employed during such period, subject to any conditions on continued vesting as may be contained in such Executive Severance Agreement or other written agreement. Any portion of this Stock Option that vests during such Severance Period will remain exercisable until the earlier of (A) the date that is three (3) months following the date that is the last day of such Severance Period, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 4(c) will thereupon immediately terminate. For the avoidance of doubt, any portion of the Stock Option that fails to vest during the Severance Period will immediately be forfeited on the last day of such period.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii) and (iii) below and Section 4 of this Agreement, the Stock Option, Option to the extent vested immediately prior to the cessation of the Optionee’s Employment, Employment will remain exercisable until the earlier of (A) the date that is three (3) months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses clause (iii) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to death, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) If the Optionee’s Employment is terminated by the Company and its subsidiaries in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for Cause, the this Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination. Notwithstanding the foregoing, to the extent the Optionee is a party to an Executive Severance Agreement or other written agreement with the Company that provides for the Stock Option to remain outstanding and continue to vest during a specified period of time following the Optionee’s cessation of Employment (such period, the “Severance Period”), the Stock Option shall remain outstanding and shall continue to vest in accordance with the terms of this Agreement during the Severance Period as if the Optionee had remained employed during such period, subject to any conditions on continued vesting as may be contained in such Executive Severance Agreement or other written agreement and to the extent set forth on Schedule A. Any portion of this Stock Option that vests during such Severance Period will remain exercisable until the earlier of (A) the date that is three (3) months following the date that is the last day of such Severance Period, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c) will thereupon immediately terminate. For the avoidance of doubt, any portion of the Stock Option that fails to vest during the Severance Period will immediately be forfeited on the last day of such period.

Treatment of the Stock Option Upon Cessation of Employment. If the Optionee’s Employment ceases, the Stock Option, to the extent not already vested will be immediately forfeited, and any vested portion of the Stock Option that is then outstanding will be treated as follows: (i) Subject to clauses (ii), (iii) and (iiiiv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment, will remain exercisable until the earlier of (A) the date that is three months following the date of such cessation of Employment, or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(i) will thereupon immediately terminate. (ii) Subject to clauses (iii) and (iv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to deathdeath or the termination of the Optionee’s Employment by the Company or its Affiliates due to Disability, will remain exercisable until the earlier of (A) the first anniversary of the Optionee’s death or such cessation due to Disability or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(ii) will thereupon immediately terminate. (iii) Subject to clause (iv) below and Section 4 of this Agreement, the Stock Option, to the extent vested immediately prior to the cessation of the Optionee’s Employment due to Retirement, or to the extent the Stock Option or any portion thereof vests following such cessation of Employment in accordance with Section 3(a) of this Agreement, will remain exercisable until the earlier of (A) the fifth anniversary of the date of such Retirement or (B) the Final Exercise Date, and except to the extent previously exercised as permitted by this Section 3(c)(iii) will thereupon immediately terminate. (iv) If the Optionee’s Employment is terminated by the Company and or its subsidiaries Affiliates in connection with an act or failure to act constituting Cause (as the Administrator, in its sole discretion, may determine), or such termination occurs in circumstances that in the determination of the Administrator would have entitled the Company and its subsidiaries to terminate the Optionee’s Employment for CauseCause Circumstances, the Stock Option (whether or not vested) will immediately terminate and be forfeited upon such termination.