Common use of Termination Death Disability Clause in Contracts

Termination Death Disability. (a) Options shall not become exercisable for additional shares (i.e., no further vesting) following the first to occur of Optionee's termination of employment with the Corporation, death or legal disability (as that term is defined in Section 22(e)(3) of the Code); provided, however, if Optionee is being paid severance by the Corporation pursuant to an employment agreement with the Corporation, his options will continue to vest over such severance period. In no event shall an Option be exercisable after the expiration date set forth in paragraph 1(c) above. (b) If Optionee's employment with the Corporation is terminated for cause, the Option shall not be exercisable at any time after such termination. "Cause" shall mean (i) Optionee's commission of a felony, fraud or willful misconduct which has resulted, or is likely to result, in damage to the Corporation, as determined in the sole discretion of the Board or Committee, or (ii) the breach by Optionee of the terms of any non-disclosure or non-competition agreement with the Corporation, as determined in the sole discretion of the Board or Committee.