Common use of By Retirement Clause in Contracts

By Retirement. In the event the employment of the Participant is terminated due to Retirement (as defined below), all outstanding shares of Common Stock underlying the Option not yet vested shall become immediately vested and, along with all previously vested shares of Common Stock underlying the Option, shall remain exercisable until the earlier of the Date of Expiration or the third anniversary of the Participant’s effective date of Retirement. For the purposes of this Agreement, “Retirement” shall mean: (i) any termination of the Participant’s employment other than for Cause after the Participant has attained sixty-five (65) years of age and completed a total of ten (10) or more consecutive years of employment with the Company; or (ii) a retirement approved by the Board.

By Retirement. In the event the employment of the Participant is terminated due to Retirement (as defined below), all outstanding shares of Common Stock underlying the Option not yet vested shall become immediately vested and, along with all previously vested shares of Common Stock underlying the Option, shall remain exercisable until the earlier of the Date of Expiration or the third anniversary of the Participant’s effective date of Retirement. For the purposes of this Agreement, “Retirement” shall mean: (i) any termination of the Participant’s employment other than for Cause after the Participant has attained sixty-five (65) years of age and completed a total of ten (10) or more consecutive years of employment with the Company; or (ii) a retirement approved by the Board.. NQS Agreement 2

By Retirement. In the event the employment of the Participant is terminated due to Retirement (as defined below), all outstanding shares of Common Stock underlying the Option not yet vested shall become immediately vested and, along with all previously vested shares of Common Stock underlying the Option, shall remain exercisable until the earlier of the Date of Expiration or the third three (3) month anniversary of the Participant’s effective date of Retirement. For the purposes of this Agreement, “Retirement” shall mean: (i) any termination of the Participant’s employment other than for Cause after the Participant has attained sixty-five (65) years of age and completed a total of ten (10) or more consecutive years of employment with the Company; or (ii) a retirement approved by the Board.. ISO Agreement 2

By Retirement. In the event the employment of the Participant is terminated due to Retirement (as defined below), all outstanding shares of Common Stock underlying the Option not yet vested shall become immediately vested and, along with all previously vested shares of Common Stock underlying the Option, shall remain exercisable until the earlier of the Date of Expiration or the third three (3) month anniversary of the Participant’s effective date of Retirement. For the purposes of this Agreement, “Retirement” shall mean: (i) any termination of the Participant’s employment other than for Cause after the Participant has attained sixty-five (65) years of age and completed a total of ten (10) or more consecutive years of employment with the Company; or (ii) a retirement approved by the Board.