Common use of Term of the Option Clause in Contracts

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed since the Grant Date. In the event the Option Holder’s employment is terminated for any reason other than the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employment. (d) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the Plan, but in any event not longer than the term set forth in paragraph (a) of this Section 4.

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases for any reason other than the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employmentemployment or cessation of service, as applicable. (d) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the Plan, but in any event not longer than the term set forth in paragraph (a) of this Section 4.

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases for any reason other than the Option Holder’s death, Disability Disability, Retirement or Retirementa termination voluntarily by the Option Holder or a termination by the Company for Cause, all Options shalltheretofore granted to such Option Holder that are exercisable at the time of such termination may, to the extent not theretofore exercised or canceled, terminate immediately upon be exercised at any time within the earlier of when the Options expire pursuant to paragraph (a) of this Section 4 and three (3) months after such separation termination of employment. (d) The employment or cessation of service, as applicable; provided, however, that the Committee may in its discretion extend the period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the Plansuch Options to a date later than three (3) months after such separation or cessation date, but in any event not longer than beyond the term set forth in date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Notwithstanding the foregoing, if the employment of the Option Holder shall terminate for Cause or the Option Holder voluntarily terminates his/her employment, all Options theretofore granted to such Option Holder shall, to the extent not theretofore exercised, terminate on the day following termination.

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases for any reason other than the Option Holder’s death, Disability Disability, Retirement or Retirementa termination voluntarily by the Option Holder or a termination by the Company for Cause, all Options shalltheretofore granted to such Option Holder that are exercisable at the time of such termination may, to the extent not theretofore exercised or canceled, terminate immediately upon be exercised at any time within the earlier of when the Options expire pursuant to paragraph (a) of this Section 4 and three (3) months after such termination of employment or cessation of service, as applicable; provided, however, that the Committee may in its discretion extend the period for exercise of such Options to a date later than three (3) months after such separation or cessation date, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Notwithstanding the foregoing, if the employment of the Option Holder shall terminate for Cause or the Option Holder voluntarily terminates his/her employment, all Options theretofore granted to such Option Holder shall, to the extent not theretofore exercised, terminate on the day following termination. (d) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee Board in accordance with the Plan, but in any event not longer than the term set forth in paragraph (a) of this Section 4.

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases for any reason other than the Option Holder’s death, Disability Disability, Retirement or Retirementa termination voluntarily by the Option Holder or a termination by the Company for Cause, all Options shallthat are exercisable at the time of such termination may, to the extent not theretofore exercised or canceled, be exercised at any time within the earlier of when the Options expire pursuant to Section 4 (a) hereof and three (3) months after such termination of employment or cessation of service, as applicable. Notwithstanding the foregoing, if the employment of an Option Holder shall terminate immediately upon voluntarily by the Option Holder or by the Company for Cause, all Options theretofore granted to such separation of employmentOption Holder shall, to the extent not theretofore exercised, terminate on the day following termination. (d) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the Plan, but in any event not longer than the earlier of (i) term set forth in paragraph (a) of this Section 44 and (ii) the date beyond which the Option would be treated as nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended.

Term of the Option. Unless earlier terminated pursuant to the other provisions herein, the Option hereby granted shall terminate at the close of business on the date referred to on Schedule A (the “Expiration Date”). (a) The In addition, at the close of business on the date the Optionee ceases to be a director of the Company for any reason whatsoever (except by reason of death, Disability (as defined below) or Retirement (as defined below)), the Option shall be exercisable, in accordance with terminate as to that number of shares of Stock as to which the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided hereinOption is not vested on that date. (b) Except If the Optionee is removed as may be provided pursuant to paragraph (d) a director of this Section 4the Company for Cause, if the Option Holder’s employment is terminated by reason unexercised portion of the Option Holder(whether or not vested) will terminate simultaneously with the Optionee’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or removal as a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) perioddirector. (c) Except If the Optionee voluntarily resigns as otherwise provided in paragraph a director of the Company (b) other than due to Retirement), or is removed other than for Cause, death or Disability, or is not re-nominated or reelected as a director of this Section 4the Company, and except as may be provided in accordance with paragraph (d) of this Section 4, then the Option may not be exercised unless to the Option Holder is then in extent vested on the employ date the Optionee ceases to be a director of the Company or one at any time prior to the earlier of its divisions or Subsidiary Corporationsthe Expiration Date and twelve (12) months after the day that the Optionee ceases to be a director of the Company, and unless any part of the Option Holder has remained continuously which is not so employed since the Grant Date. In the event the Option Holder’s employment is terminated for any reason other than the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon within such separation of employmentperiod shall thereupon terminate. (d) The period for exercise If the Optionee’s service as a director terminates by reason of his or her death or Disability, then the vesting of the Option shall accelerate such that the Option may be extended byexercised as to the entire number of whole shares of Stock that are covered by the Option on the date of the Optionee’s death or Disability, at any time prior to the earlier of the Expiration Date and twelve (12) months after the date of the Optionee’s death or Disability, and in any part of the sole discretion ofOption which is not so exercised within such period shall thereupon terminate. For purposes hereof, “Disability” shall mean the Committee in accordance with determination by the PlanCommittee, but upon the advice of an independent qualified physician, that the Optionee has become physically or mentally incapable of fulfilling the Optionee’s duties as a director, which has continued for a period of at least 180 days in any event not longer than the term set forth in paragraph (a) of this Section 4twelve-calendar-month period.

Term of the Option. (a) The Option shall be exercisablegranted under this Agreement will expire, in accordance with the provisions of Sections 2 and 3 hereofunless otherwise exercised, through the tenth anniversary of ten (10) years following the Grant Date, unless terminated through and including the normal close of business of the Company on such tenth anniversary (the “Expiration Date”), subject to earlier termination as provided herein.in this Agreement or the Plan. Notwithstanding the foregoing, if the Employee’s employment with the Company and its Subsidiaries terminates prior to the Expiration Date, then: (a) the portion (if any) of the Option that is unvested on the date of termination will be forfeited and deemed terminated on that date; and (b) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason vested portion of the Option Holderwill remain exercisable for the period specified below: (i) if the Employee’s Disability or Retirementemployment terminates due to (A) the Employee’s death, Disability, or Retirement or (B) a termination of the Employee’s employment with the Company and its Subsidiaries without Cause if the Option Holder shall die while employed by the Company or for Good Reason if by the Employee prior to a Subsidiary CorporationChange of Control, the vested portion of the Option may be exercised at any time before the earlier of one (1) year after the Employee’s date of termination or the Expiration Date; (ii) if, on or following a Change of Control, the Employee’s employment with the Company and its Subsidiaries is terminated by the Company without Cause or by the Employee for Good Reason, the vested portion of the Option may be exercised at any time before the earlier of two (2) years after the Employee’s date of termination or the Expiration Date; (iii) if the Employee’s employment with the Company and its Subsidiaries is terminated by the Company for Cause, the Option may, to the extent otherwise exercisable pursuant to Section 2 above (whether or not vested and exercisable) will be forfeited in its entirety on the date of such termination or deathand shall be automatically terminated; or (iv) if the Employee’s employment with the Company and its Subsidiaries terminates for any other reason, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability vested portion of the Option Holder, may be exercised at any time within before the earlier of three years (3) months after the Employee’s date of death termination or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed since the Grant Expiration Date. In the event the Option Holder’s employment is terminated for any reason other than not exercised during the period specified above, the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employment. (d) The period for exercise shall be forfeited as of the end of such specified period. In no event will the Option may be extended by, and in exercisable after the sole discretion of, the Committee in accordance with the Plan, but in any event not longer than the term set forth in paragraph (a) of this Section 4Expiration Date.

Term of the Option. (a) The Option shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided herein. (b) Except as may be provided pursuant to paragraph (de) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (de) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in Notwithstanding paragraph (bd) of this Section 4, in the event that the Company terminates the Option Holder’s employment with the Company without “Cause” or the Option Holder terminates his or her employment with the Company for “Good Reason” as such terms are defined in the agreement entered into by the Option Holder and except as may the Company on [ ], the grant of Options will continue to vest and be provided exercisable in accordance with paragraph the schedule set forth in Section 2 hereof, and the Option Holder will continue to be able to exercise the Option to purchase the Option Shares until the 90th day after the final vesting date (but in no event after the expiration of the term of such Option), at which time the Option will expire. (d) of Except as otherwise provided in this Section 4, the Option may not be exercised unless the Option Holder is then in the employ or service of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed or in service since the Grant Date. In the event the Option Holder’s employment or service is terminated or ceases for any reason reasons other than those set forth in paragraph (c) of this Section 4, the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employmentemployment or cessation of service, as applicable. (de) The period for exercise of the Option may be extended by, and in the sole discretion of, the Committee in accordance with the PlanStandard Terms and Conditions, but in any event not longer than the term set forth in paragraph (a) of this Section 4.

Term of the Option. (a) The Option shall expire on February 9, 2009, ------------------ but shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated subject to earlier termination as provided herein.follows: (bi) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed since the Grant Date. In the event the Option Holder’s Optionee's employment is terminated by, or relationship with, the Corporation shall terminate for any reason other than those reasons specified in subparagraphs (ii), (iii), (iv) or (v) hereof while the Optionee holds the Option, then all rights of any kind under the Option Holder’s death, Disability which shall not have previously lapsed or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employmentterminated shall expire immediately. (dii) The period for exercise If the Optionee's employment by, or relationship with the Corporation or its Subsidiaries (as defined in paragraph 2.1 of the Plan) shall terminate as a result of the Optionee's total disability (as defined in paragraph 3.7(b) of the Plan), the Option may be extended by(which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of six months after termination unless the Option expires earlier by its terms. (iii) In the event of the death of the Optionee, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the deceased Optionee's rights thereunder shall have passed by will or by the laws of descent or distribution, and in shall remain so exercisable for a period of six months after the sole discretion of, Optionee's death unless the Committee Option expires earlier by its terms. (iv) If the Optionee's employment by the Corporation shall terminate by reason of the Optionee's retirement in accordance with Corporation policies, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of three months after termination, unless the Option expires earlier by its terms. (v) In the event the Corporation terminates the employment of the Optionee who at the time of such termination was an officer of the Corporation and had been continuously employed by the Corporation during the five year period immediately preceding such termination, for any reason except "good cause" (as defined in paragraph 3.7(e) of the Plan) and except upon the Optionee's death, but total disability or retirement in any event accordance with Corporation policies, the Option (which has not longer previously lapsed or terminated and which has been held by the Optionee for more than six months prior to such termination) shall immediately become fully exercisable as to the term set forth in paragraph total number of shares of Stock subject thereto (awhether or not exercisable to that extent at the time of such termination) and shall remain so exercisable for a period of this Section 4three months after such termination unless the Option expires earlier by its terms.

Term of the Option. Unless earlier terminated pursuant to the other provisions herein, the Option hereby granted shall terminate at the close of business on the date six (6) years from the date of this Agreement (the "Expiration Date"). (a) The In addition, at the close of business on the date the Optionee ceases to be a director of the Company for any reason whatsoever (except by reason of death, Disability or Retirement), the Option shall be exercisable, in accordance with terminate as to that number of shares of Stock as to which the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated earlier as provided hereinOption is not vested on that date. (b) Except If the Optionee is removed as may be provided pursuant to paragraph a director of the Company for cause (das determined in accordance with applicable law) by the stockholders of this Section 4the Company, if the Option Holder’s employment is terminated by reason unexercised portion of the Option Holder’s Disability or Retirement, or if will terminate simultaneously with the Option Holder shall die while employed by the Company or Optionee's removal as a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) perioddirector. (c) Except If an Optionee voluntarily resigns as otherwise provided in paragraph (b) a director of this Section 4the Company, and except or is removed by the stockholders other than for cause, or is not re-nominated or reelected as may be provided in accordance with paragraph (d) a director of this Section 4the Company, then the Option may not be exercised unless to the Option Holder is then in extent vested on the employ date the Optionee ceases to be a director of the Company or one at any time prior to the earlier of its divisions or Subsidiary Corporationsthe Expiration Date and twelve (12) months after the day that the Optionee ceases to be a director of the Company, and unless any part of the Option Holder has remained continuously which is not so employed since the Grant Date. In the event the Option Holder’s employment is terminated for any reason other than the Option Holder’s death, Disability or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon within such separation of employmentperiod shall thereupon terminate. (d) The period for exercise If the Optionee's service as a director terminates by reason of his or her death or Disability, then the vesting of the Option shall accelerate such that the Option may be extended byexercised, as to the entire number of whole shares of Stock that are covered by the Option on the date of the Optionee's death or Disability, at any time prior to the earlier of the Expiration Date and twelve (12) months after the date of the Optionee's death or Disability, and in any part of the sole discretion ofOption which is not so exercised within such period shall thereupon terminate. For purposes hereof, "Disability" shall mean the Committee in accordance with determination by the PlanCommittee, but upon the advice of an independent qualified physician, that the Optionee has become physically or mentally incapable of fulfilling the Optionee's duties as a director, which has continued for a period of at least 180 days in any event not longer than the term set forth in paragraph (a) of this Section 4twelve-calendar-month period.

Term of the Option. (a) The Option shall expire on February 9, 2009, but ------------------ shall be exercisable, in accordance with the provisions of Sections 2 and 3 hereof, through the tenth anniversary of the Grant Date, unless terminated subject to earlier termination as provided herein.follows: (bi) Except as may be provided pursuant to paragraph (d) of this Section 4, if the Option Holder’s employment is terminated by reason of the Option Holder’s Disability or Retirement, or if the Option Holder shall die while employed by the Company or a Subsidiary Corporation, the Option may, to the extent otherwise exercisable pursuant to Section 2 above on the date of such termination or death, be exercised by the Option Holder or the Option Holder’s estate or the person who acquired the right to exercise the Option by bequest or inheritance or otherwise by reason of the death or Disability of the Option Holder, at any time within three years after the date of death or termination of employment by reason of Disability or Retirement, but in any event not beyond the date on which the Option would otherwise expire pursuant to paragraph (a) of this Section 4. Except as set forth in paragraph (d) of this Section 4, the Option shall, to the extent not theretofore exercised or terminated, terminate upon the expiration of such three-year (or shorter) period. (c) Except as otherwise provided in paragraph (b) of this Section 4, and except as may be provided in accordance with paragraph (d) of this Section 4, the Option may not be exercised unless the Option Holder is then in the employ of the Company or one of its divisions or Subsidiary Corporations, and unless the Option Holder has remained continuously so employed since the Grant Date. In the event the Option Holder’s Optionee's employment is terminated by, or relationship with, the Corporation shall terminate for any reason other than those reasons specified in subparagraphs (ii), (iii), (iv) or (v) hereof while the Optionee holds the Option, then all rights of any kind under the Option Holder’s death, Disability which shall not have previously lapsed or Retirement, all Options shall, to the extent not theretofore exercised or canceled, terminate immediately upon such separation of employmentterminated shall expire immediately. (dii) The period for exercise If the Optionee's employment by, or relationship with the Corporation or its Subsidiaries (as defined in paragraph 2.1 of the Plan) shall terminate as a result of the Optionee's total disability (as defined in paragraph 3.7(b) of the Plan), the Option may be extended by(which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of six months after termination unless the Option expires earlier by its terms. (iii) In the event of the death of the Optionee, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the deceased Optionee's rights thereunder shall have passed by will or by the laws of descent or distribution, and in shall remain so exercisable for a period of six months after the sole discretion of, Optionee's death unless the Committee Option expires earlier by its terms. (iv) If the Optionee's employment by the Corporation shall terminate by reason of the Optionee's retirement in accordance with Corporation policies, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of three months after termination, unless the Option expires earlier by its terms. (v) In the event the Corporation terminates the employment of the Optionee who at the time of such termination was an officer of the Corporation and had been continuously employed by the Corporation during the five year period immediately preceding such termination, for any reason except "good cause" (as defined in paragraph 3.7(e) of the Plan) and except upon the Optionee's death, but total disability or retirement in any event accordance with Corporation policies, the Option (which has not longer previously lapsed or terminated and which has been held by the Optionee for more than six months prior to such termination) shall immediately become fully exercisable as to the term set forth in paragraph total number of shares of Stock subject thereto (awhether or not exercisable to that extent at the time of such termination) and shall remain so exercisable for a period of this Section 4three months after such termination unless the Option expires earlier by its terms.