Common use of Exercise Upon Termination of Employment Clause in Contracts

Exercise Upon Termination of Employment. If the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, disability or retirement, the Option shall expire on the date of such termination, and no portion shall be exercisable after the date of such termination. If the Optionee’s employment with the Company and all affiliates terminates due to death or disability, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employment, or the date the Option expires by its terms. For this purpose “disability” means (as determined by the Committee in its sole discretion) the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If the Optionee’s employment with the Company and all affiliates terminates due to retirement, the outstanding portion of the Option shall become fully vested on such date if so provided in the table set forth below and the vested portion of the Option shall continue to be exercisable until the earlier of the date specified in the table or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employment

Exercise Upon Termination of Employment. If the OptioneeParticipant’s employment with the Company and all affiliates subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until the earlier of (i) the Option’s Expiration Date and (ii) in the case of termination due to disability or retirement, 36 months after the date of such termination, and in the case of termination due to death, 12 months after the date of such termination. In such case, the Participant’s concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant’s employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant’s service on the Board continues thereafter, the Option shall expire on the date of such termination, continue to vest and no portion shall be remain exercisable after the date of such terminationin accordance with its terms. If the OptioneeParticipant’s employment with service on the Company and all affiliates terminates Board subsequently terminates, then (i) if the termination of service is due to death death, disability or disabilityretirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the first anniversary Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, the Option shall expire on the earlier of the 90th day after the date of the OptioneeParticipant’s termination of employment, or the date the Option expires by its termsterms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this purpose Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company’s long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Optionee Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If months and (ii) “retirement” (A) while the OptioneeParticipant is employed, means the Participant’s termination from employment with the Company and all affiliates terminates due subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older. The foregoing provisions of this Section 4 shall be subject to retirementthe provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the outstanding portion provisions in such employment or severance agreement concerning exercise of the Option shall become fully vested on such date if so provided in the table set forth below and the vested portion supercede any inconsistent or contrary provision of the Option shall continue to be exercisable until the earlier of the date specified in the table or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employmentSection 4.

Exercise Upon Termination of Employment. If the Optionee’s Participant's employment with the Company and all affiliates subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall expire on the date of such termination, continue to vest and no portion shall be remain exercisable after the date of such terminationin accordance with its terms. If the Optionee’s employment with Participant's service on the Company and all affiliates terminates Board subsequently terminates, then (i) if the termination of service is due to death death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the first anniversary Expiration Date and (B) in the case of disability or retirement, 36 months after the date of termination of service, and in the case of death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, retirement or the Participant's conclusion that he is no longer able to serve due to a condition that meets the definition of disability below (provided the Board of Directors concurs that there is a disability), the Option shall expire on the earlier of the 90th day after the date of the Optionee’s Participant's termination of employment, or the date the Option expires by its termsterms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this purpose Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Optionee Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If months and (ii) “retirement” (A) while the Optionee’s Participant is employed, means the Participant's termination from employment with the Company and all affiliates terminates due subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 72 or older. The foregoing provisions of this Section 4 shall be subject to retirementthe provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the outstanding portion provisions in such employment or severance agreement concerning exercise of the Option shall become fully vested on such date if so provided in the table set forth below and the vested portion supersede any inconsistent or contrary provision of the Option shall continue to be exercisable until the earlier of the date specified in the table or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employmentSection 4.

Exercise Upon Termination of Employment. If In the event the Optionee’s 's employment with the Company and all affiliates terminates for any reason other than deathdeath or disability (as defined below), disability or retirementand in connection therewith the Optionee's service on the Board terminates, the Option shall expire on the date of such terminationtermination of employment, and no portion shall be exercisable after the date of such termination. If In the event of the Optionee’s 's death or disability during employment with the Company and all affiliates terminates due to death or disabilityCompany, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employment's death or disability, or the date the Option expires by its terms. For this purpose “In the event the Optionee's employment with the Company terminates for any reason other than death or disability” means (as determined by , and the Committee in its sole discretion) Optionee's service on the inability Board continues thereafter, the outstanding portion of the Optionee Option that is not forfeited pursuant to engage Section 4(a) above shall continue to vest and remain exercisable in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 monthsaccordance with Section 4(b). If the Optionee’s employment with 's service on the Company and all affiliates terminates Board subsequently terminates, then (a) if the termination of service is due to retirement, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall continue to vest and remain exercisable in the same manner and to the same extent as if the Optionee had continued his service on the Board, (b) if the termination of service is due to death or disability, the outstanding portion of the Option that is not forfeited pursuant to Section 4(a) above shall become fully vested on such date if so provided in the table set forth below and the vested portion of the Option shall continue to be exercisable until the earlier of the first anniversary of the date specified in of the table Optionee's death or disability, or the date the Option expires by its terms. For this purpose, “retirement” means and (c) if the Optionee’s termination without cause of service is for any reason other than death or disability, the Option shall expire on or the date of such termination of service, and no portion shall be exercisable after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employmentsuch termination.

Exercise Upon Termination of Employment. If the Optionee’s Participant's employment with the Company and all affiliates subsidiaries terminates due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date. The Option shall continue to be exercisable until (i) the Option's Expiration Date, in the case of termination due to disability or retirement or (ii) the earlier of the Option's Expiration Date or 12 months after the date of termination, in the case of termination due to death. In any case, the Participant's concurrent or subsequent termination of service on the Board shall have no effect on the Option. In the event the Participant's employment with the Company and all subsidiaries terminates without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, and the Participant's service on the Board continues thereafter, the Option shall expire on the date of such termination, continue to vest and no portion shall be remain exercisable after the date of such terminationin accordance with its terms. If the Optionee’s employment with Participant's service on the Company and all affiliates terminates Board subsequently terminates, then (i) if the termination of service is due to death death, disability or disabilityretirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of (A) the first anniversary Expiration Date and (B) in the case of termination due to disability or retirement, 36 months after the date of termination of service, and in the case of termination of service due to death, 12 months after the date of termination of service, (ii) if the termination of service is without cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, the Option shall expire on the earlier of the 90th day after the date of the Optionee’s Participant's termination of employment, or the date the Option expires by its termsterms and (iii) if the termination of service is for cause (as determined by the Committee in its sole discretion), the Option shall expire on the date of such termination of service, and no portion shall be exercisable after the date of such termination. For purposes of this purpose Section 4, (i) “disability” (A) while the Participant is employed, has the meaning, and will be determined, as set forth in the Company's long term disability program in which the Participant participates, and (B) while the Participant is a Non-Employee Director, means (as determined by the Committee in its sole discretion) the inability of the Optionee Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If months and (ii) “retirement” (A) while the Optionee’s Participant is employed, means the Participant's termination from employment with the Company and all affiliates terminates due subsidiaries without cause (as determined by the Committee in its sole discretion) when the Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries, and (B) while the Participant is a Non-Employee Director, means termination of service on the Board when he is 70 or older. The foregoing provisions of this Section 4 shall be subject to retirementthe provisions of any written employment or severance agreement that has been or may be executed by the Participant and the Company, and the outstanding portion provisions in such employment or severance agreement concerning exercise of the Option shall become fully vested on such date if so provided in the table set forth below and the vested portion supercede any inconsistent or contrary provision of the Option shall continue to be exercisable until the earlier of the date specified in the table or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employmentSection 4.

Exercise Upon Termination of Employment. If the Optionee’s 's employment with the Company and all affiliates terminates for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Optionee's service on the Board terminates, the then vested portion of the Option shall expire on the date of such termination, and no portion shall continue to be exercisable until the earlier of the 90th day after the date of such terminationtermination of employment or the date the Option expires by its terms. If In the event of the Optionee’s 's death or disability during employment with the Company or any affiliate, or in the event of the Optionee's retirement, and all affiliates terminates due to death or disabilityin connection therewith his service on the Board terminates, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employment's death, disability or retirement or the date the Option expires by its terms. For this purpose “disability” means (as determined by In the Committee in its sole discretion) the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If event the Optionee’s 's employment with the Company and all affiliates terminates for any reason other than death, disability or retirement, and the Optionee's service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with the Option letter. If the Optionee's service on the Board subsequently terminates, then (i) if termination is due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee's death, disability or retirement or the date the Option expires by its terms, and (ii) if so provided in the table set forth below and termination is for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date specified in the table of such termination or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employment.

Exercise Upon Termination of Employment. If Except as set forth in Section 6 below, if the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, disability or retirementretirement (as defined below), and in connection therewith the Optionee’s service on the Board terminates, the then vested portion of the Option shall expire on the date of such termination, and no portion shall continue to be exercisable until the earlier of the 90th day after the date of such terminationtermination of employment or the date the Option expires by its terms. If In the event of the Optionee’s death or disability during employment with the Company or any affiliate, or in the event of the Optionee’s retirement, and all affiliates terminates due to death or disabilityin connection therewith his service on the Board terminates, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s termination of employmentdeath, disability or retirement or the date the Option expires by its terms. For this purpose “disability” means (as determined by In the Committee in its sole discretion) the inability of the Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or disability or which has lasted or can be expected to last for a continuous period of not less than 12 months. If event the Optionee’s employment with the Company and all affiliates terminates for any reason other than death, disability or retirement, and the Optionee’s service on the Board continues thereafter, the Option shall continue to vest and remain exercisable in accordance with the Option letter. If the Optionee’s service on the Board subsequently terminates, then (i) if termination is due to death, disability or retirement, the outstanding portion of the Option shall become fully vested on such date and shall continue to be exercisable until the earlier of the first anniversary of the date of the Optionee’s death, disability or retirement or the date the Option expires by its terms, and (ii) if so provided in the table set forth below and termination is for any reason other than death, disability or retirement, the then vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date specified in the table of such termination or the date the Option expires by its terms. For this purpose, “retirement” means the Optionee’s termination without cause on or after the date on which the Optionee (i) has completed five years of credited service and (ii) either (A) has attained age 65 or (B) has attained age 55 and the sum of his age and credited service (his “points”) equals or exceeds 60. Age or Points Vesting Exercise Date Age 65 or 70 or more points All unvested options vest 10 years following termination of employment 65-69 points All unvested options vest 5 years following termination of employment 60-64 points All unvested options expire 1 year following termination of employment.