Common use of Termination of Option upon a Termination of Grantee’s Employment or Services Clause in Contracts

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death or Total Disability) or if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or death, Total Disability (as defined below), or Retirement (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death, Total Disability or Retirement), then (a) the Grantee will have until the date that is 30 days after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary Subsidiary, as described in Section 7(13) below, is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant and subject to Section 4.1 aboveany applicable provision of a valid employment agreement between the Company and Participant, if the Grantee ceases to be employed by or ceases to provide services to the Corporation Company or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation Company or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2if the Grantee’s employment by the Company or a Subsidiary terminates due to his or her death, Disability or Retirement, then (a) the Grantee will have until the date that is 3 months after Grantee, his or her personal representative or beneficiary will have twelve (12) months from the Severance Date to exercise the Option (or any portion thereof) to the extent that it was exercisable on the Severance Date; provided that if the Grantee’s employment terminates as a result of Disability or Retirement and he or she dies during such 12-month period, his or her beneficiary will have one year from the date of the Grantee’s death to exercise the Option (or any portion thereof) to the extent it was vested on the Grantee’s Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date (or, if applicable, the 12-month period following the Grantee’s subsequent death) and not exercised during such period, shall terminate at the close of business on the last day of such 12-month period. • if the Grantee’s employment by the Company or a Subsidiary terminates for any reason other than his or her death, Retirement or Disability, then (a) the Grantee will have sixty (60) days from the Severance Date to exercise the Option (or portion thereof) to the extent that it was exercisable on the Grantee’s Severance Date (b) the Option, to the extent not exercisable on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the sixty (60) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 1260-month day period; • if . In all events the Grantee’s Option is subject to earlier termination on the Expiration Date of the Option. The Committee shall be the sole judge of whether the Grantee continues to render employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the purposes of this Option (whether vested or not) shall terminate on the Severance DateAgreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined belowin the Employment Agreement), (a) the Option, to the extent outstanding and not vested on the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined belowin the Employment Agreement), the Option (whether vested or not) shall terminate on the Severance Date. In the event the Grantee is providing services to the Corporation (other than as an employee), the Administrator shall be the sole judge of whether the Grantee continues to render services for purposes of this Option Agreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (( the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): ) • other Other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • if If the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total of Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall Shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if If the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2: (a) the Grantee will have until the date that is 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 90-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 90-day period; • if the termination of the Grantee's employment is the result of the Grantee's voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for Cause as provided below), then (a) the Grantee will have until the date that is 3 months years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s 's employment or services is the result of the Grantee’s 's death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months 1 year after the Grantee’s 's Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 121-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 121-month year period; • if the termination of the Grantee’s 's employment or services are terminated is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below)Cause, the Option (whether vested or not) shall terminate on the Severance Date. In all events, the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.1. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement. The Grantee acknowledges that the ISO post-termination exercise provisions of Section 422 of the Code are more restrictive than the foregoing (i.e., they generally require that an ISO be exercised within three months following a termination of employment, except a termination due to death or Disability) and, to the extent that the Code is more restrictive, the Grantee must satisfy the Code’s provisions in order to preserve the qualified status of the Option (or portion thereof) as an ISO. (The Option will be taxed as a nonqualified stock option to the extent that it is exercised within the time period prescribed above but after the timeframe required under Section 422 of the Code.) Notwithstanding the foregoing (including, for purposes of clarity, notwithstanding any provision above that would have otherwise resulted in the termination of the outstanding and unvested portion of the Option on the Grantee’s Severance Date), the then outstanding and otherwise unvested portion of the Option shall be deemed to have been fully vested immediately prior to the Grantee’s Severance Date in the event that the Grantee incurs a Qualifying Termination. The Grantee shall be deemed to have incurred a “Qualifying Termination” for this purpose if any of the following events occur:

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveabove or Section 5.3 of Grantee’s Employment Agreement dated herewith (the “Employment Agreement”), if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for without Cause (as defined below), in Section 5.5 of the Employment Agreement) or by Grantee for Good Reason (as defined in Section 5.5 of the Employment Agreement) within 24 months of the occurrence of a Change in Control (as defined in Section 5.5 of the Employment Agreement) then the vesting of the Option (whether vested or not) shall terminate on will accelerate in accordance with the Severance Dateterms of Section 5.3 of the Employment Agreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Departure Date”): • · other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Departure Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Departure Date, (b) the Option, to the extent not vested on the Severance Departure Date, shall terminate on the Severance Departure Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Departure Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Departure Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Departure Date, (b) the Option, to the extent not vested on the Severance Departure Date, shall terminate on the Severance Departure Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Departure Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Departure Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiaryCompany, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary Company is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (whether vested or portion thereofnot) to the extent that it was vested shall terminate on the Severance Date; • if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (ba) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is three (3) years after the Grantee’s Severance Date to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee’s employment not terminated, (c) the Option, to the extent not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (cd) the Option, to the extent exercisable for at any time during the 3-month year period following the Severance Date and not exercised during on or prior to the last day of such period, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months three (3) years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12three-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12three-month year period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiarySubsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 months years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 123-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 123-month year period; • if the termination of the Grantee’s employment or services are terminated is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 6(b) above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.26(c), (a) the Grantee will have until the date that is 8 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 8-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 8-month period; provided, however, that in the event of the Grantee’s death or Total Disability (as defined below) at any time during the 8-month period, the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the date of the Grantee’s death or Total Disability to exercise the Option, and the Option, to the extent exercisable for the 12-month period and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; · if the Grantee’s employment or services are terminated by the Grantee for any reason or by the Corporation for Cause (as defined below), (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below)Disability, (a) the Option will immediately become fully vested as of the Severance Date, (b) the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 123-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 123-month year period; • · if the termination of the Grantee’s employment or services are terminated by is the Corporation or a Subsidiary for Cause result of the Grantee’s Retirement (as defined below), (a) the Option (whether will immediately become fully vested or not) shall terminate on as of the Severance Date, (b) the Grantee will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; provided, however, that in the event of the Grantee’s death or Total Disability at any time during the 3-year period, the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is the later of (i) 12 months after the date of the Grantee’s death or Total Disability or (ii) 3 years after the Grantee’s Severance Date to exercise the Option, and the Option, to the extent exercisable for the period ending on such date and not exercised during such period, shall terminate at the close of business on such date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiarySubsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof), and (b) the Option, to the extent not exercised during the 30-day period following the Severance Date, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 months years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, and (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for exercised during the 3-month year period following the Severance Date and not exercised during such periodDate, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months 3 years after the Grantee’s Severance Date to exercise the Option, and (b) the Option, to the extent not vested on exercised during the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 123-month year period following the Severance Date and not exercised during such periodDate, shall terminate at the close of business on the last day of the 123-month year period; • if the termination of the Grantee’s employment or services are terminated is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his service to the Corporation (other than in connection with a Change in Control Event or certain similar reorganization events), the Option shall not be subject to Section 4.2 herein.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation Company or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation Company or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 5.2 above and subject to accelerated vesting as provided in Sections 1.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • apply: · other than as expressly provided below in this Section 4.25.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below)Disability, (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below)Cause, the Option (whether vested or not) shall terminate on the Severance Date. In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 1 and Section 5.2 of this Option Agreement. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiaryCorporation, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (whether vested or portion thereofnot) to the extent that it was vested shall terminate on the Severance Date; · if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (ba) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the Expiration Date (as set forth on the cover page of this Option Agreement) to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee’s employment not terminated, (c) the Option, to the extent not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (cd) the Option, to the extent exercisable for at any time prior to the 3-month period following the Severance Expiration Date and not exercised during on or prior to such perioddate, shall terminate at the close of business on the last day of the 3-month periodExpiration Date; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Expiration Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for prior to the 12-month period following the Severance Expiration Date and not exercised during prior to such perioddate, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Expiration Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 5.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiarySubsidiary (other than in the capacity as a member of the board of directors of the Corporation as provided below), the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.25.2, (a) the Grantee will have until the date that is 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; · if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for cause as provided below), then (a) the Grantee will have until the date that is 3 months years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month year period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the earlier of the date that is 12 months 1 year after the Grantee’s Severance Date or until the expiration of the dated term of such Stock Option to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 121-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 121-month year period; • · if the termination of the Grantee’s employment or services are terminated is the result of a termination by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. In the event a Grantee who is appointed by the holders of the preferred shares of the Corporation to serve on the board of directors of the Corporation (the “Board”) terminates his service to the Corporation (other than in connection with a Change in Control Event or certain similar reorganization events), the Option shall not be subject to Section 5.2 herein but shall be subject to accelerated vesting in accordance with Section 10 of the Plan.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): apply: • other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Termination Date (as defined below) to exercise the Option (or portion thereof) to the extent that it was vested on the Severance DateTermination Date (after giving effect to any accelerated vesting that may apply pursuant to Section 4.4), (b) the Option, to the extent not vested on the Severance Termination Date, shall terminate on the Severance Termination Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Termination Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; and • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Termination Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Termination Date (after giving effect to any accelerated vesting that may apply pursuant to Section 4.4), (b) the Option, to the extent not vested on the Severance Termination Date, shall terminate on the Severance Termination Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Termination Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if . In all events the Grantee’s Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the purposes of this Option (whether vested or not) shall terminate on the Severance DateAgreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiaryone of its Subsidiaries, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s 's “Severance Date”): • · other than as expressly provided below in this Section 4.2, the Option (whether vested or not) shall terminate on the Severance Date; · if the termination of the Grantee's employment or services is the result of the Grantee's Retirement (as defined below), (a) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is 3 months three (3) years after his or her the Grantee's Severance Date to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee's employment or portion thereofservice not terminated, (c) the Option, to the extent that it was not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (bd) the Option, to the extent exercisable at any time during the 3-year period following the Severance Date and not exercised on or prior to the last day of such period, shall terminate at the close of business on the last day of the 3-year period; · if the termination of the Grantee's employment or services is the result of the Grantee's death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall terminate on become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is three (3) years after the Grantee's Severance Date to exercise the Option, and (c) the Option, to the extent exercisable for the 3three-month year FORM OF NSO AGREEMENT 08-02-11 period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3three-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “'s "Severance Date”"): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • if the termination of the Grantee’s 's employment or services is the result of the Grantee’s 's death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s 's Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s 's employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result occurs in connection with an Involuntary Termination (as defined below) as provided in Section 5.3(b) of the Grantee’s death or Total Disability Employment Agreement (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 6 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested (or subject to accelerated vesting) on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 126-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 126-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date. The Grantee is a party to that certain Employment Agreement, dated as of June 7, 2006, with the Corporation (the “Employment Agreement”). The Option is subject to accelerated vesting in connection with an Involuntary Termination of the Grantee’s employment as provided in Section 5.3(b) of the Employment Agreement.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 6 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 36-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 36-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 three (3) months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3three-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3three-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for any reason other than for Cause (as defined below), or if the termination of the Grantee’s employment or services is the result of the Grantee’s Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall become fully vested and exercisable as of the day after the Severance Date (the “Acceleration Date”), (b) the Grantee (or his personal representative, as the case may be) will have until the date that is twelve (12) months after the Grantee’s Acceleration Date to exercise the Option, and (c) the Option, to the extent exercisable for the twelve-month period following the Acceleration Date and not exercised during such period, shall terminate at the close of business on the last day of the twelve-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death death, or Total Disability (as defined below)if the Grantee dies at any time during the three-month or twelve-month post-termination exercise periods referred to above, (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance date of the Grantee’s death, shall become fully vested and exercisable as of the Acceleration Date, shall terminate on (b) the Severance DateGrantee’s beneficiary will have until the date that is twelve (12) months after the Acceleration Date to exercise the Option, and (c) the Option, to the extent exercisable for the 12twelve-month period following the Severance Acceleration Date and not exercised during such period, shall terminate at the close of business on the last day of the 12twelve-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “'s "Severance Date”"): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 6 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 36-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 36-month period; • if the termination of the Grantee’s 's employment or services is the result of the Grantee’s 's death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s 's Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s 's employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will shall have until the date that is 3 months three hundred sixty-five (365) days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on as of the Severance Date, (b) the Option, to the extent not vested on as of the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3three hundred sixty-month five (365) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3three hundred sixty-month five (365) day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will shall have until the date that is 12 6 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on as of the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-6 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-6 month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option unexercised portion of the Option, if any, (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiaryCompany, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary Company is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (whether vested or portion thereofnot) to the extent that it was vested shall terminate on the Severance Date; • if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (ba) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is three (3) years after the Grantee’s Severance Date to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee’s employment not terminated, (c) the Option, to the extent not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (cd) the Option, to the extent exercisable for at any time during the 3-month year period following the Severance Date and not exercised during on or prior to the last day of such period, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months three (3) years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12three-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12three-month year period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a SubsidiaryCorporation, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (whether vested or portion thereofnot) to the extent that it was vested shall terminate on the Severance Date; • if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (ba) the Option, to the extent not vested on the Severance Date and scheduled to vest at any time within the three-year period following the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee will have until the date that is three (3) years after the Grantee’s Severance Date to exercise the Option, provided, however, that any portion of the Option that becomes vested pursuant to the foregoing clause (a) shall become exercisable only at such times as such portion would have otherwise vested pursuant to the original vesting schedule as provided herein had the Grantee’s employment not terminated, (c) the Option, to the extent not vested on the Severance Date (after giving effect to the foregoing clause (a)), shall terminate on the Severance Date, and (cd) the Option, to the extent exercisable for at any time during the 3-month year period following the Severance Date and not exercised during on or prior to the last day of such period, shall terminate at the close of business on the last day of the 3-month year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Option, to the extent not vested on the Severance Date, shall become fully vested as of the Severance Date, (b) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months three (3) years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12three-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12three-month year period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.25, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s Retirement (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.25.3, (a) the Grantee will have until the date that is 3 months 90 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 390-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 390-month day period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or death, Total Disability (as defined below) or Retirement (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary as a result of a Dismissal for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary Subsidiary, as described in Section 7(13) below, is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined belowabove), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation Company or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation Company or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months 60 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 360-month day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 360-month day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 aboveOption, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 24 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-24 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-24 month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 24 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 1224-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 1224-month period; • · if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 24 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-24 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-24 month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 24 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 1224-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 1224-month period; • if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death or Total Disability) or if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above6.1 above or Section 6.3 below, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.26.2, (a) the Grantee will have until the date that is 3 months 30 days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 30-day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 30-day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s voluntary Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for Cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date or becomes vested pursuant to the following, (b) any portion of the Option that was scheduled to vest during the 3-month year period following the Severance Date shall automatically become fully vested and exercisable as of the Severance Date, (c) to the extent the Option was not vested on the Severance Date or scheduled to vest during such 3-year period, such portion of the Option shall terminate on the Severance Date, and (d) the Option, to the extent exercisable and not exercised at the end of such 3-year period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s voluntary Early Retirement (as defined below and other than a termination by the Corporation or a Subsidiary for Cause as provided below), then (a) the Grantee will have until the date that is 3 years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date or becomes vested pursuant to the following, (b) the Administrator may, in its sole discretion, provide that all or any portion of the Option that was scheduled to vest during the 3-year period following the Severance Date shall automatically become fully vested and exercisable as of the Severance Date, (c) to the extent the Option was not vested on the Severance Date (after giving effect to any accelerated vesting pursuant to the foregoing clause (b)), such portion of the Option shall terminate on the Severance Date, and (d) the Option, to the extent exercisable and not exercised at the end of such 3-year period, shall terminate at the close of business on the last day of the 3-year period; • if the termination of the Grantee’s employment is the result of the Grantee’s death or Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not otherwise vested on the Severance Date, shall become fully vested as of the Severance Date, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month year period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Departure Date”): • Ÿ other than as expressly provided below in this Section 4.24.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Departure Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Departure Date, (b) the Option, to the extent not vested on the Severance Departure Date, shall terminate on the Severance Departure Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Departure Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • Ÿ if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Departure Date to exercise the OptionOption (or portion thereof) to the extent that it was vested on the Departure Date, (b) the Option, to the extent not vested on the Severance Departure Date, shall terminate on the Severance Departure Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Departure Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • Ÿ if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Departure Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.25.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 24 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 324-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 324-month period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 24 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 1224-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 1224-month period; • if the Grantee voluntarily terminates his or her employment or services (other than due to the Grantee’s death or Disability) or if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 3 months years after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month 3 year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month 3 year period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) then the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 6 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-6 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-6 month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • other than as expressly provided below in this Section 4.2, (a) the Grantee will shall have until the date that is 3 months ninety (90) days after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on as of the Severance Date, (b) the Option, to the extent not vested on as of the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month ninety (90) day period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month ninety (90) day period; • if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), then (a) the Grantee (or his beneficiary or personal representative, as the case may be) will shall have until the date that is 12 6 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on as of the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-6 month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-6 month period; • if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option unexercised portion of the Option, if any, (whether vested or not) shall terminate on the Severance Date.

Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.1 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”): • · other than as expressly provided below in this Section 4.2, (a) the Grantee will have until the date that is 8 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 8-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 8-month period; provided, however, that in the event of the Grantee’s death or Total Disability (as defined below) at any time during the 8-month period, the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the date of the Grantee’s death or Total Disability to exercise the Option, and the Option, to the extent exercisable for the 12-month period and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period; · if the Grantee’s employment or services are terminated by the Grantee for any reason or by the Corporation for Cause (as defined below), (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period; • · if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below)Disability, (a) the Option will immediately become fully vested as of the Severance Date, (b) the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is 12 months 3 years after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 123-month year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 123-month year period; • · if the termination of the Grantee’s employment or services are terminated by is the Corporation or a Subsidiary for Cause result of the Grantee’s Retirement (as defined below), (a) the Option (whether will immediately become fully vested or not) shall terminate on as of the Severance Date, (b) the Grantee will have until the date that is 3 years after the Grantee’s Severance Date to exercise the Option, and (c) the Option, to the extent exercisable for the 3-year period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-year period; provided, however, that in the event of the Grantee’s death or Total Disability at any time during the 3-year period, the Grantee (or his or her beneficiary or personal representative, as the case may be) will have until the date that is the later of (i) 12 months after the date of the Grantee’s death or Total Disability or (ii) 3 years after the Grantee’s Severance Date to exercise the Option, and the Option, to the extent exercisable for the period ending on such date and not exercised during such period, shall terminate at the close of business on such date.