Common use of Termination Provisions Clause in Contracts

Termination Provisions. (1) Except as provided in paragraphs (2), and (3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1) Except as provided in paragraphs (2), and (3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) . If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) . If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) Except as provided in paragraphs year (2the "Remainder Term"), and (3) below, if an Optionee's employment by, the Company shall also continue for the Remainder Term to permit the Executive to receive or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of Remainder Term any Option awarded under the Plan, by giving written notice of such waiver amounts payable to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only Executive pursuant to such extent, for such timethis Section 11(b), and upon such terms and conditions set forth any fringe benefits which he receives or in subparagraph (i) above. The determination as which he participates pursuant to whether a termination is voluntary or for Cause this Section 11(b), shall be made reduced by any payments or fringe benefits the Option Committee, whose decision Executive shall be final and conclusivereceive during the Remainder Term from any other source of employment which is unaffiliated with the Company. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1) Except as provided in paragraphs (2)41.1 ADMINISTRATOR may terminate this Contract without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Contract, by giving written or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waiver media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the Optionee at such Optionee's last known addressavailability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such waiverdetermination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Contract shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or any act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive which notice shall be sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the Executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) Except as provided in paragraphs year (2the "Remainder Term"), and (3) below, if an Optionee's employment by, the Company shall also continue for the Remainder Term to permit the Executive to receive or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of Remainder Term any Option awarded under the Plan, by giving written notice of such waiver amounts payable to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only Executive pursuant to such extent, for such timethis Section 11(b), and upon such terms and conditions set forth any fringe benefits which he receives or in subparagraph (i) above. The determination as which he participates pursuant to whether a termination is voluntary or for Cause this Section 11(b), shall be made reduced by any payments or fringe benefits the Option Committee, whose decision Executive shall be final and conclusivereceive during the Remainder Term from any other source of employment which is unaffiliated with the Company. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. 13.1 The Executive acknowledges and agrees that (1notwithstanding that the personal contact is between him and representatives of the Business Partners) Except the relationship with them is one which exists with the Company and is valuable to the Company and that, so far as provided in paragraphs (2)concerns those Business Partners whose business is handled by the Executive, it is capable of being damaged inter alia upon the cessation for any reason of the contract of employment between the Company and the Executive. For the purposes of permitting the Company to ensure so far as possible that any such damage is minimised, and so as to preserve the Company’s relationship with its Business Partners after the termination of the contract of employment, and to ensure the continued proper servicing of the requirements of such Business Partners the Executive hereby undertakes: (3a) belowgenerally to co-operate with the Company and comply with the instructions of the Board in securing the handover of the affairs of any such Client, if an Optionee's employment byAgent, Supplier or Distributor to any other employee(s) designated by the Company in a manner which will or is designed to ensure that the Company’s relationship withwith such Client is preserved and that the Client continues to receive a proper service from the Company; and acknowledges that any breach of the above undertakings may cause loss or damage to the Company for which it may reasonably seek compensation or injunctive relief from him. 13.2 With a view to ensuring that the Executive’s departure can be arranged with the minimum of inconvenience or disruption to the business of the Company and its relationship with its Clients and its other employees, the Corporation is terminated voluntarily or, by Executive undertakes to mutually agree with his Line Manager the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole timing and absolute discretion, within thirty (30) days of such termination, waive the expiration manner of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such timecommunication about his departure, and upon such terms to refrain from informing any of the Executive’s colleagues (excluding his Line Manager and conditions set forth in subparagraph (ithe Board) above. The determination as to whether a termination is voluntary or for Cause shall be made by about the Option Committeeproposed cessation of his employment hereunder, whose decision shall be final and conclusiveother than within the agreed communication plan. (2) If an Optionee ceases 13.3 The Executive acknowledges the right of the Company to be employed by or ceases to perform services to monitor and control the Corporation by reason performance of death or Disability, its employees and ensure the aggregate amount proper servicing of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case requirements of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Optionsits Clients, and if not exercised, shall expire at acknowledges the end of such one (1) year period unless such Options by their terms expire before such datefiduciary obligations attaching to his position. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1) Except as provided in paragraphs (2), and (3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) . If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) . If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date. Exercise, Payment and Delivery of Stock. This Option may be exercised by the Optionee or other person then entitled to exercise it by delivery of a written notice to the Secretary of the Corporation together with this Option Agreement specifying the number of Options intended to be exercised and the exercise price and accompanied by payment in full of the exercise price for the number of Shares with respect to which the Option is exercised. If the Corporation is required to withhold any federal, state or local tax as a result of such exercise, the notice shall also be accompanied by a check payable to the Corporation in payment of the applicable amount required to be withheld, unless alternate arrangements have been agreed to between the parties to satisfy any applicable withholding obligations. Payment for Shares may be made in cash, or with the approval of the Option Committee (which may be withheld in its sole discretion) with Shares having a fair market value on the date of exercise equal to the exercise price, or a combination of cash and Shares. In addition, subject to the approval of the Option Committee (which may be withheld in its sole discretion), payment may be effected wholly or partly by monies borrowed from the Corporation pursuant to the terms of a promissory note, the terms and conditions of which shall be determined from time to time by the Option Committee. An Optionee may purchase less than the total numbers of Shares for which Options are then exercisable, provided, however, that any partial exercise shall not be for less than 100 Shares and shall not include any fractional Shares. No Optionee, legal representative of such Optionee, as the case may be, shall be, or shall be deemed to be, the owner of any Shares covered by an Option unless and until certificates for the Shares are issued to the Optionee or such Optionee's representative under the Plan.

Termination Provisions. (1a) Except as provided in paragraphs (2), and (3) below, if an OptioneeIf the Company terminates Executive's employment byfor Cause, or relationship withif Executive terminates his employment without Good Reason, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, then in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph case (i) above. The determination as to whether a termination is voluntary or for Cause Executive shall be made entitled to Base Salary and Benefits for the period ending on the Termination Date; and (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as any Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive by the Option Committee, whose decision shall be final and conclusiveCompany in such year. (2b) If an Optionee ceases to be employed by the Company terminates Executive's employment without Cause, if Executive terminates his employment for Good Reason or ceases to perform services to the Corporation if Executive's employment terminates by reason of his death or Disability, then in any such case (i) Executive shall be entitled to Base Salary and Benefits for the aggregate period ending on the Termination Date; (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive by the Company in such year (it being agreed that if the Termination Date is prior to January 1, 2000, in no event shall the amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later Executive's Incentive Compensation payable pursuant to this Section 4(b)(ii) be less than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, amount referenced in the case last sentence of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such OptionsSection 3(c)); and (iii) if, and if only if, Executive (or his estate, guardian or personal representative, as the case may be) signs and delivers to the Company a complete general release of claims in the form of Annex B attached hereto, then Executive shall be entitled to his Base Salary (but no Incentive Compensation) for the period commencing on the Termination Date and ending on the later of (x) December 31, 2001 and (y) the date which is one year after the Termination Date, together with any other Benefits as may be provided under the terms of any applicable written plan, program or arrangement of the Company applicable to senior executives of the Company. If Executive does not exercisedcomply with the terms of Section 4(b)(iii), above, within 30 days after the Termination Date, then Executive shall expire at only be entitled to payments as set forth in Sections 4(b)(i), and 4(b)(ii), above, and the end of such one (1) year period unless such Options by their terms expire before such dateCompany shall not be responsible for any further payments to Executive. (3c) If Any amounts owed by the Optionee ceases Company to Executive pursuant to Section 4(b)(iii) shall be employed bypaid at such times and in such manner as if the termination giving rise to such payments had not occurred (with the Company retaining the right to prepay all or any portion of such amount at any time in its sole discretion). The Company's obligation to make any payments pursuant to Section 4(b) shall be conditioned upon Executive's continued and continuing compliance with the terms and conditions of this Agreement (including, or ceases to provide services to without limitation, Section 6 hereof). (d) Except as otherwise specified herein, if Executive's employment terminates on any date other than the Corporation by reason last day of Retirementa month, Executive's compensation for that month shall be calculated on the basis of a fraction, the aggregate amount numerator of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, which is the number of calendar days during that month that Executive is in the case Company's employ and the denominator of an Incentive Stock Option, no later than three (3) months following such Retirement, or which is the number of days in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such datethat month.

Termination Provisions. (1) Except as provided in paragraphs (2)ADMINISTRATOR may terminate this Contract without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Contract, by giving written or upon notice of such waiver termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the Optionee at such Optionee's last known addressorderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waivermedia as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. The obligations of COUNTY under this Contract are contingent upon the availability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such determination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Contract shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (1a) Except as provided in paragraphs (2)This Agreement and the Executive’s employment may be terminated by the Employer without notice at any time for just cause at law, and (3) below, if an Optionee's employment bywithout providing any notice of termination, or relationship withpay in lieu thereof, the Corporation is terminated voluntarily oror any other payments or benefit continuation, by the Corporation, whether such termination is for Cause or for no reason whatsoever, save and except any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, wages and vacation pay that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver may be owing up to the Optionee at such Optionee's Executive’s last known address. day of active employment. b) In the event the Executive’s employment is terminated without just cause within the first twelve (12) months of such waiveremployment, the Optionee may exercise any such Options only Executive will be provided with notice or pay in lieu of notice of six (6) months base salary. The Executive shall not be entitled to such extentparticipate in the Executive Performance Incentive Plan through this notice period but shall be entitled to receive a pro-rated payment, if eligible in accordance with the terms of the Executive Performance Incentive Plan, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services service up to the Corporation by reason Executive’s last day of death or Disability, active employment. If the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than Executive’s employment is terminated without just cause after one (1) year thereafter unless such Options by their terms expire before such date. During such of service, the Executive will be provided with notice or pay in lieu of notice of twelve (12) months plus one (1) month for every completed year of service, up to a maximum of eighteen (18) months base salary plus a payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan through this notice period. The payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan shall be determined as follows: (i) where the Executive’s employment is terminated without just cause after the first twelve (12) months of employment but prior to the completion of the first thirty-six (36) months of employment, the Optioneepayment shall be based on the payment received by the Executive in the year immediately preceding the termination; and (ii) where the Executive’s employment is terminated without just cause after the first thirty-six (36) months of employment, orthe payment shall be based on the average payment received by the Executive in the three years immediately preceding the termination. c) The Executive may resign from his employment with the Employer at any time upon providing his manager and Human Resources at least four (4) weeks' advance notice in writing. The Employer may waive all or part of such notice in its sole discretion, in which case the case Executive will nevertheless still be compensated for the full notice period at his regular rate of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such datepay. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1a) Except as provided in paragraphs (2)This Agreement and the Executive’s employment may be terminated by the Employer without notice at any time for just cause at law, and (3) below, if an Optionee's employment bywithout providing any notice of termination, or relationship withpay in lieu thereof, the Corporation is terminated voluntarily oror any other payments or benefit continuation, by the Corporation, whether such termination is for Cause or for no reason whatsoever, save and except any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, wages and vacation pay that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver may be owing up to the Optionee at such Optionee's Executive’s last known address. day of active employment. b) In the event the Executive’s employment is terminated without just cause within the first twelve (12) months of such waiveremployment, the Optionee may exercise any such Options only Executive will be provided with notice or pay in lieu of notice of six (6) months base salary. The Executive shall not be entitled to such extentparticipate in the Executive Performance Incentive Plan through this notice period but shall be entitled to receive a pro-rated payment, if eligible in accordance with the terms of the Executive Performance Incentive Plan, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services service up to the Corporation by reason Executive’s last day of death or Disability, active employment. If the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than Executive’s employment is terminated without just cause after one (1) year thereafter unless such Options by their terms expire before such date. During such of service, the Executive will be provided with notice or pay in lieu of notice of twelve (12) months plus one (1) month for every completed year of service, up to a maximum of eighteen (18) months base salary plus a payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan through this notice period. The payment in lieu of the Executive’s entitlement under the Executive Performance Incentive Plan shall be determined as follows: (i) where the Executive’s employment is terminated without just cause after the first twelve (12) months of employment but prior to the completion of the first thirty-six (36) months of employment, the Optioneepayment shall be based on the payment received by the Executive in the year immediately preceding the termination; and (ii) where the Executive’s employment is terminated without just cause after the first thirty-six (36) months of employment, orthe payment shall be based on the average payment received by the Executive in the three years immediately preceding the termination. c) The Executive may resign from her employment with the Employer at any time upon providing her manager and Human Resources at least four (4) weeks' advance notice in writing. The Employer may waive all or part of such notice in its sole discretion, in which case the case Executive will nevertheless still be compensated for the full notice period at her regular rate of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such datepay. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1) Except as provided in paragraphs (2)40.1 ADMINISTRATOR may terminate this Contract without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 40.2 For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Contract, by giving written or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 40.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waiver media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 40.4 The obligations of COUNTY under this Contract are contingent upon the Optionee at such Optionee's last known addressavailability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such waiverdetermination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 40.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Contract shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (1a) Except as otherwise provided in paragraphs this ---------------------- Section 2, (2i) the provisions of Section 6.1(a) of the License Agreement shall not be affected by the granting by the Borrower to the Security Agent of a security interest in the Trademark Collateral and (ii) the exercise by the Security Agent of any right, remedy, power or privilege under the Security Documents shall be subject to the provisions of Section 6.1(a) of the License Agreement. (b) Notwithstanding anything to the contrary set forth in the License Agreement (and except as provided in Section 2(c) hereof), the original 20-year term of the License Agreement and each License granted thereunder, as specified in clause (i) of Section 6.1(a) of the License Agreement, shall not be affected by any event specified in clause (ii), (iii) or (iv) of Section 6.1(a) of the License Agreement, unless such event occurs prior to the occurrence of a Foreclosure Event and without causing any Default or Event of Default (each as defined in the Credit Agreement) under the Credit Agreement as such Credit Agreement is now in effect. (c) Notwithstanding paragraph (b) above, upon and after the occurrence of a Foreclosure Event, the early termination provisions set forth in clause (iii) of Section 6.1(a) of the License Agreement shall apply if the Successor Licensee is or (by virtue of an acquisition, merger, consolidation or other business combination or otherwise) becomes a person or entity which competes with any retail or catalogue business conducted by The Limited or any of its affiliates on the date hereof, determined as provided in the Trademark Agreement. (d) Notwithstanding anything to the contrary set forth in the License Agreement (and except as otherwise provided in Section 2(e) hereof), The Limited shall not exercise its right to terminate the License Agreement or any License granted thereunder pursuant to clause (3) belowof Section 6.1(b) of the License Agreement, if an Optionee's employment by, or relationship withunless the Obligations have been finally and indefeasibly paid in full and a Foreclosure Event shall not have occurred. (e) Following the occurrence of a Foreclosure Event, the Corporation is License Agreement or any License granted thereunder may be terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, The Limited in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise occurrence with respect to any such Options only to such extent, for such time, and upon such terms and conditions set forth Successor Licensee of an event of the type specified in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. clause (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.Section 6.1(b)

Termination Provisions. (1a) Except In addition to, and not in lieu of, the termination provisions set forth in Section 6 hereof, the employment of the Employee hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as provided set forth in paragraphs Section 2 hereof) in the event that the Employee is guilty of (2i) reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance, or (iii) any act of dishonesty by the Employee with respect to the Company. Termination of the Employee's employment by the Company for either willful misfeasance or reckless disregard of his duties to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause". Such termination of the Employee's employment hereunder for Cause shall be effective immediately upon delivery of written notice to the Employee setting forth the reason or reasons for such termination. Upon the termination of this Agreement in accordance with this Section 11(a), the Company shall not be obligated to make any further payments hereunder to the Employee. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Employee without Cause, but in such event the Company shall be obligated to pay the Employee any and all amounts payable to the Employee pursuant to Sections 4(a) and (3e) belowand 5(c) above for the remainder of the initial term or the extended term, as the case may be, of the Agreement in effect immediately prior to such termination (the "Remainder Term"), but in no event shall the Employee receive less than twelve months Base Salary. The Company shall also continue for the Remainder Term to permit the Employee to participate in the Company's medical, disability, hospital and health insurance plans and life insurance and other plans, if an Optionee's employment byany, which the Company may generally make available to its executive employees for such period of time as Employee, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, receive equivalent cash consideration; provided, however, that the Option Committee mayCompany shall not be required to provide such fringe benefits to the extent Employee receives such benefits from any other source of employment. Except to the extent provided by a new employer, in its sole notwithstanding anything which may be to the contrary above, the Company shall purchase and absolute discretion, within thirty maintain a term life insurance policy of $100,000 on the life of the Employee during the Remainder Term with the Employee's estate (30or his designated beneficiary) days as the beneficiary of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusivepolicy. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (a) Notwithstanding anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder, provided that O'Melveny & ▇▇▇▇▇ LLP and Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) Except as provided in paragraphs terminate the effectiveness of the related Registration Statement or (2), and (3) below, if an Optionee's employment by, or relationship with, withdraw from the Corporation is terminated voluntarily or, Registration Statement the Transaction Registrable Shares owned by the CorporationRegistering Stockholder; provided that, whether promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall notify each affected Registering Stockholder in writing that such termination is for Cause matters have been resolved and, pursuant to Section 1 or for no reason whatsoever2, any Option heretofore granted which remains unexercised at as the time case may be, shall, upon the written direction of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole affected Registering Stockholder and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver subject to the Optionee at such Optionee's last known address. In limitations in Section 1(b) or elsewhere herein, cause the event registration of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made Transaction Registrable Shares formerly covered by the Option Committee, whose decision shall be final and conclusiveRegistration Statement that were removed from registration by the action of the Company. (2b) If an Optionee ceases the Company shall take any action pursuant to Section 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be employed extended by or ceases one day beyond the Termination Date for a number of days equal to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire the number of days during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current minus (2) the number of days during which the Registration Statement was effective before such date. During such one (1) year period, the Optionee, or, in date of the case of death, the Optionee's estate or the person or persons action taken pursuant to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateSection 5(a). (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1) Except as provided in paragraphs (2)42.1 ADMINISTRATOR may terminate this Contract without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 42.2 For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Contract, by giving written or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waiver media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 42.4 The obligations of COUNTY under this Contract are contingent upon the Optionee at such Optionee's last known addressavailability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such waiverdetermination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Contract shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (1) Except as provided in paragraphs (2)42.1 ADMINISTRATOR may terminate this Agreement without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Agreement that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Agreement shall relieve COUNTY of all further obligations under this Agreement. 42.2 For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Agreement, by giving written or upon notice of termination of this Agreement (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 42.3 In the event of termination of this Agreement, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waiver media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Agreement. 42.4 The obligations of COUNTY under this Agreement are contingent upon the Optionee at such Optionee's last known addressavailability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Agreement remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Agreement, reduce COUNTY’s maximum funding obligation, or modify this Agreement, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such waiverdetermination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 42.5 If any term, covenant, condition, or provision of this Agreement or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Agreement shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (1) Except as provided in paragraphs (2)‌ 41.1 ADMINISTRATOR may terminate this Contract without penalty, and (3) below, if an Optionee's employment by, immediately with cause or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within after thirty (30) days written notice without cause, unless otherwise specified. Notice shall be deemed served on the date of such terminationmailing. Cause shall include, waive but not be limited, to any breach of contract, any partial misrepresentation whether negligent or willful, fraud on the part of CONTRACTOR, discontinuance of the services for reasons within CONTRACTOR’s reasonable control, and repeated or continued violations of COUNTY ordinances unrelated to performance under this Contract that, in the reasonable opinion of COUNTY, indicate a willful or reckless disregard for COUNTY laws and regulations. Exercise by ADMINISTRATOR of the right to terminate this Contract shall relieve COUNTY of all further obligations under this Contract. 41.2 For ninety (90) calendar days prior to the expiration date of any Option awarded under the Planthis Contract, by giving written or upon notice of termination of this Contract (“Transition Period”), CONTRACTOR agrees to cooperate with ADMINISTRATOR in the orderly transfer of service responsibilities, case records, and pertinent documents. The Transition Period may be modified as agreed upon in writing by the parties. During the Transition Period, service and data access shall continue to be made available to COUNTY without alteration. CONTRACTOR also shall assist COUNTY in extracting and/or transitioning all data in the format determined by COUNTY. 41.3 In the event of termination of this Contract, cessation of business by CONTRACTOR, or any other event preventing CONTRACTOR from continuing to provide services, CONTRACTOR shall not withhold the COUNTY data or refuse for any reason, to promptly provide to COUNTY the COUNTY data if requested to do so on such waiver media as reasonably requested by COUNTY, even if COUNTY is then or is alleged to be in breach of this Contract. 41.4 The obligations of COUNTY under this Contract are contingent upon the Optionee at such Optionee's last known addressavailability of federal and/or State funds, as applicable, for the reimbursement of CONTRACTOR’s expenditures, and inclusion of sufficient funds for the services hereunder in the budget approved by the Orange County Board of Supervisors each fiscal year this Contract remains in effect or operation. In the event that such funding is terminated or reduced, ADMINISTRATOR may immediately terminate this Contract, reduce COUNTY’s maximum funding obligation, or modify this Contract, without penalty. The decision of ADMINISTRATOR shall be binding on CONTRACTOR. ADMINISTRATOR will provide CONTRACTOR with written notification of such waiverdetermination. CONTRACTOR shall immediately comply with ADMINISTRATOR’s decision. 41.5 If any term, covenant, condition, or provision of this Contract or the application thereof is held invalid, void, or unenforceable, the Optionee may exercise any such Options only to such extent, for such time, remainder of the provisions in this Contract shall remain in full force and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable effect and shall expire in no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year periodway be affected, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byimpaired, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateinvalidated thereby.

Termination Provisions. (1a) Except as provided in paragraphs This Agreement may be terminated at any time prior to the Closing by mutual consent of the Seller and the Buyer. (2), and (3b) below, if an Optionee's employment by, or relationship withAt any time prior to the Closing, the Corporation is terminated voluntarily or, by Buyer may act alone to terminate the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at Agreement in the time form of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving a written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiverSeller, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination if there is voluntary or for Cause shall be made any material misrepresentation, error, misstatement or omission in or material breach of any representation or warranty by the Option CommitteeSeller pursuant to this Agreement, whose decision the Closing Documents and any other document and instrument required to be delivered herewith (ii) if the Seller, in a materially adverse respect, shall breach any covenant in this Agreement, or (iii) if there shall be final and conclusivea failure of any of the conditions to which the Buyer's obligations are subject under this Agreement. (2c) If an Optionee ceases At any time prior to the Closing, the Seller may act alone to terminate the Agreement in the form of a written notice to the Buyer (i) if there is or shall be any material misrepresentation, error, misstatement or omission in or material breach of any representation or warranty by the Buyer pursuant to this Agreement, the Closing Documents and any other document and instrument required to be employed by or ceases to perform services to delivered herewith, (ii) if the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, orBuyer, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exerciseda materially adverse respect, shall expire at breach any covenant in this Agreement, or (iii) if there shall be a failure of any of the end of such one (1) year period unless such Options by their terms expire before such dateconditions to which Seller's obligations are subject under this Agreement. (3d) If This Agreement may be terminated by either the Optionee ceases Buyer or the Seller if the Closing has not occurred by the close of business on 12 October 2001. (e) The Seller and the Seller's Guarantor on the one side and the Buyer and the Buyer's Guarantor on the other side hereby explicitly waive their rights under Sections 6:265 et seq. of the Dutch Civil Code (Burgerlijk Wetboek) to be employed byrescind (and to claim rescission of) this Agreement and the ▇▇▇▇ and the agreements and transactions contemplated hereby, except as provided at (a), (b), (c) or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3d) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateabove.

Termination Provisions. 13.1 The Executive acknowledges and agrees that (1notwithstanding that the personal contact is between him and representatives of the Business Partners) Except the relationship with them is one which exists with the Company and is valuable to the Company and that, so far as provided in paragraphs (2)concerns those Business Partners whose business is handled by the Executive, it is capable of being damaged inter alia upon the cessation for any reason of the contract of employment between the Company and the Executive. For the purposes of permitting the Company to ensure so far as possible that any such damage is minimised, and (3so as to preserve the Company’s relationship with its Business Partners after the termination of the contract of employment, and to ensure the continued proper servicing of the requirements of such Business Partners the Executive hereby undertakes generally to co-operate with the Company and comply with the instructions of the Board or its designee in securing the handover of the affairs of any such Client, Agent, Supplier or Distributor to any other employee(s) below, if an Optionee's employment by, designated by the Company in a manner which will or is designed to ensure that the Company’s relationship withwith such Client is preserved and that the Client continues to receive a proper service from the Company; and acknowledges that any breach of the above undertakings may cause loss or damage to the Company for which it may reasonably seek compensation or injunctive relief from him. 13.2 With a view to ensuring that the Executive’s departure can be arranged with the minimum of inconvenience or disruption to the business of the Company and its relationship with its Clients and its other employees, the Corporation is terminated voluntarily or, by Executive undertakes to mutually agree with the Corporation, whether such termination is for Cause Board or for no reason whatsoever, any Option heretofore granted which remains unexercised at its designee the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole timing and absolute discretion, within thirty (30) days of such termination, waive the expiration manner of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such timecommunication about his departure, and upon such terms and conditions set forth in subparagraph to refrain from informing any of the Executive’s colleagues (iexcluding the Board) above. The determination as to whether a termination is voluntary or for Cause shall be made by about the Option Committeeproposed cessation of his employment hereunder, whose decision shall be final and conclusiveother than within the agreed communication plan. (2) If an Optionee ceases 13.3 The Executive acknowledges the right of the Company to be employed by or ceases to perform services to monitor and control the Corporation by reason performance of death or Disability, its employees and ensure the aggregate amount proper servicing of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case requirements of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Optionsits Clients, and if not exercised, shall expire at acknowledges the end of such one (1) year period unless such Options by their terms expire before such datefiduciary obligations attaching to his position. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. If Employer becomes entitled to terminate the Employment pursuant to this clause 15, it shall be entitled (1but without prejudice to its right subsequently to terminate the Employment on the same or any other ground) Except to suspend Employee on full pay for so long as provided it may think fit. Employer reserves the right to give Employee pay in paragraphs lieu of any notice of termination (2whether given by Employer or by Employee). For this purpose, Employee agrees that pay in lieu of notice will consist of his basic salary for the relevant period of notice and any bonus/commission/share of profit and any other emolument referable to the Employment. For the avoidance of doubt, the right of Employer to make a payment in lieu of notice does not give rise to any right of Employee to receive such a payment. The giving of any period of notice of termination (whether given by Employer or Employee), does not limit the Employer's right to suspend any of Employee's duties and (3) belowpowers under clause 6 and Employer shall be under no obligation to assign any duties to Employee and shall be entitled to exclude him from its premises. Throughout any such period of suspension, if an Optionee's employment by, or relationship with, the Corporation Employee shall continue to receive his normal salary and other contractual benefits to which he is terminated voluntarily or, by the Corporation, whether such termination is for Cause entitled under this Agreement and shall not be entitled to work either on his own account or for no reason whatsoeverany other person, any Option heretofore granted which remains unexercised at company or business. Alternatively, Employer may, during the time whole or part of such period of notice, require Employee to perform duties (including any modified duties arising from an exercise by Employer of its rights under clause 6) at such locations as the Company may require consistent with clause 8. On the termination shall expire immediately, provided, however, that of the Option Committee may, in its sole and absolute discretion, within thirty (30) days Employment or on either Employer or Employee having served notice of such termination, waive Employee shall: o at the expiration request of Employer resign as a Director and/or from any office held in Employer or any Group Company and shall transfer without payment to Employer or as Employer may direct, any shares or other securities held by Employee as nominee or trustee for Employer or any Group Company provided however that such resignation shall be without prejudice to any claims which Employee may have against Employer or any Group Company arising out of the termination of the Employment; and o forthwith deliver to Employer all materials within the scope of clause 16 and all credit cards, cars, car keys and other property of or relating to the business of Employer or of any Option awarded Group Company which may be in his possession or under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary his power or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, control; and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateEmployee should fail to do so Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. a. Unless any applicable industrial award or agreement provides for a greater period or notice, in the event you elect to resign from the Company for any reason, you agree to provide the Company with at least 30 days’ advance written notice of same. b. In the event your employment is terminated by the Company for any reason other than for “Cause” (1) Except as provided in paragraphs (2defined below), you will be entitled to six (6) months’ notice, or six (6) months’ of your Base Salary in lieu thereof (“Severance Pay”), less all applicable deductions, payable in one lump sum upon termination, provided that: (i) you first execute a full release of all actual and potential claims against the Company and the Group in a form approved and provided by the Company; and (3ii) belowyou are not eligible to receive any benefits or other consideration for a termination due to a “Change in Control” under your previously executed Amended and Restated Continuity Agreement (“Continuity Agreement”) or other similar agreement. It is further agreed and contemplated that the Severance Pay shall include, if an Optionee's employment byand fully satisfy the Company’s responsibility for, any notice, or relationship withpay in lieu of notice, required by law. If you are not terminated for Cause, but do not receive Severance Pay for whatever reason, you shall receive the Corporation is amount of notice, or pay in lieu of notice, as required by law. Initials c. The Company may terminate your employment immediately without notice for Cause. In the event you are terminated voluntarily orfor Cause, by you shall be entitled to your salary earned through the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time date of such termination shall expire immediately, providedtermination; it being understood, however, that you shall not be eligible for, nor receive, any additional compensation or benefits. d. For purposes of this Agreement, “Cause” shall be defined as any serious, willful or persistent misconduct, including but not limited to: i. willful or gross neglect or gross negligence in the Option Committee mayperformance of your responsibilities; ii. serious incompetence or inefficiency in the performance of your duties; iii. serious or repeated breaches of this Agreement or repudiation of any term in this Agreement; iv. disobedience or neglect of any lawful order or direction given by or on behalf of the Company or the Group, including as given in any WWI, Company or Group policy, practice or procedure; v. habitual use of alcohol or narcotics while engaged in the performance of duties; vi. misappropriation of any property of the Company or any Group member; vii. engaging in physical violence, abuse or bad language towards any other employee, customer, or other person having business dealings with the Company or any Group member; viii. conviction of a criminal offence that, in its sole and absolute discretionthe opinion of the Company, within thirty (30) days may detrimentally affect the Company or any Group member; ix. conduct that, in the reasonable opinion of such terminationthe Company, waive may detrimentally affect the expiration Company or any Group member; x. any act of dishonesty, breach of trust, or fraud in the course of or in connection with the performance of your duties; xi. any Option awarded under violation of the Plan, by giving written notice Company and/or Group’s non-discrimination and/or non-harassment policies; and xii. any violation of such waiver to the Optionee at such Optionee's last known address. WWI’s Code of Conduct. e. In the event the Company provides you with actual notice of such waiveryour termination pursuant to Section 12(b) above, the Optionee may exercise Company is not obligated to assign you any such Options only duties or permit you to such extent, be present for such time, work during this notice period. f. It is agreed and upon such terms and conditions understood that the benefits set forth in subparagraph Section 12(b) above shall, and is intended to, satisfy the Company’s notice and/or severance obligations under the Fair Work Act and any other similar law or regulation, and that, upon termination, you shall not be entitled to, and shall not make a claim for, any notice, compensation or benefits beyond those set forth in this Agreement. If the Fair Work Act or other similar law or regulation requires that the Company give you a greater period of notice, or greater payment in lieu of notice, than provided under Section 12(b) in any particular circumstances, then the Company will give you this greater period of notice or payment in lieu of notice (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusivecase may be). (2) If an Optionee ceases g. Upon termination for any reason, you agree and authorize the Company and/or the Group to be employed set-off against and deduct from all or any amounts payable to you, any amount owing by or ceases to perform services you to the Corporation by reason of death Company and/or the Group, whether or Disability, not the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case respective payment obligations are of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.entirely different character. Initials

Termination Provisions. (1a) Except In addition to, and not in lieu of, the termination provisions set forth in Section 6 of this Agreement, the employment of the Employee hereunder may be terminated by the Company in the event that the Employee (i) breaches this Agreement in any material respect or (ii) engages in any act of dishonesty with respect to the Company, including any act of willful misfeasance (the foregoing reasons for termination set forth under clauses (i) and (ii) above are sometimes referred to hereinafter as provided termination for "Cause"). Such termination of the Employee's employment hereunder shall be effective immediately upon delivery of written notice to the Employee setting forth the reason or reasons for such termination. Upon the termination of this Agreement in paragraphs accordance with this Section 10(a), the Company shall not be obligated to make any further payments hereunder to the Employee. (2b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Employee hereunder without Cause, but in such event the Company shall be obligated to pay the Employee's base annual salary for a period of six (6) months after the Company gives written notice of such termination (such period being referred to herein as the "Remainder Term"), and (3the Company shall also continue for the Remainder Term to permit the Employee to receive or participate in all fringe benefits available to him pursuant to Section 5(a) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, above; provided, however, that from time to time during the Option Committee mayRemainder Term the Employee shall provide such service to the Company as it shall reasonably request relating to the duties of the Employee during the term of this Agreement; and provided, further, that during the Remainder Term any amounts payable to the Employee pursuant to this Section 10(b), and any fringe benefits which he receives or in its sole and absolute discretionwhich he participates pursuant to this Section 10(b), within shall be reduced by any payments or fringe benefits the Employee shall receive during the Remainder Term from any other source of employment which is unaffiliated with the Company. (c) In the event of a "change of control" (as hereinafter defined) of the Company during the term of the Employee's employment hereunder, the Employee may terminate his employment with the Company by giving thirty (30) days days' notice thereof within six months after the occurrence of such terminationchange of control. If the Employee terminates his employment under this Section 10(c) or is terminated without cause within six (6) months after a change of control, waive the expiration Company shall pay the Employee an amount equal to his then annual base salary pursuant to Section 4 above plus a ratable portion of any Option awarded the amount paid to him under the Plan, by giving written notice of such waiver Section 4(b) with respect to the Optionee at preceding calendar year, if any, based upon the proportion that 9 the number of full calendar months that he was employed during the year of termination bears to 12. The Employee shall have the option to have such Optionee's last known addresspayment made in a lump sum payable on the date of termination or in three equal installments payable upon termination and two months and four months after termination. In the event of such waiver, the Optionee may exercise any such Options only to such extent, The Company shall also continue for such time, and upon such terms and conditions set forth period to permit the Employee to receive or participate in subparagraph (iall fringe benefits available to him pursuant to Section 5(a) aboveabove for a period of one year after the termination of his employment. The determination as to whether a termination is voluntary or for Cause A "change of control" shall be made by deemed to occur when any Person or group of Persons directly or indirectly (through a subsidiary or otherwise), (A) acquires or is granted the Option Committeeright to acquire, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by directly or ceases to perform services to the Corporation by reason through a merger or similar transaction, a majority of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the OptioneeCompany's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byoutstanding voting securities, or ceases to provide services to (B) acquires all or substantially all of the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateCompany's assets.

Termination Provisions. (1a) Except as provided Notwithstanding anything in paragraphs this Agreement to the contrary, if, in the opinion of counsel for the Company (2), and (3) below, if an Optionee's employment by, or relationship with, which counsel shall be reasonably acceptable to the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, Registering Stockholder; provided, however, that the Option Committee may, in its sole any of O'Melveny & ▇▇▇▇▇ LLP and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall be deemed reasonably acceptable to the Optionee at such Optionee's last known address. In Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the event offering of such waiver, Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary registration or for Cause shall be the offer made by the Option Committeerelated prospectus or against any of the parties involved in the offering, whose decision the Company may at any time upon written notice (a "Termination Notice") to each Registering Stockholder participating in the registration (1) terminate the effectiveness of the related Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, promptly after those matters shall be final resolved to the satisfaction of counsel for the Company, then the Company shall notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 1 or 2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and conclusivesubject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Company. (2b) If an Optionee ceases the Company shall take any action pursuant to Section 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be employed extended by or ceases one day beyond the Termination Date for a number of days equal to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire the number of days during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current minus (2) the number of days during which the Registration Statement was effective before such date. During such one (1) year period, the Optionee, or, in date of the case of death, the Optionee's estate or the person or persons action taken pursuant to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateSection 5(a). (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (a) Notwithstanding anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder; PROVIDED, HOWEVER, that any of O'Melveny & ▇▇▇▇▇ LLP and Holme ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "TERMINATION NOTICE") to each Registering Stockholder participating in the registration (1) Except as provided in paragraphs terminate the effectiveness of the related Registration Statement or (2), and (3) below, if an Optionee's employment by, or relationship with, withdraw from the Corporation is terminated voluntarily or, Registration Statement the Transaction Registrable Shares owned by the CorporationRegistering Stockholder; provided that, whether promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall notify each affected Registering Stockholder in writing that such termination is for Cause matters have been resolved and, pursuant to Section 1 or for no reason whatsoever2, any Option heretofore granted which remains unexercised at as the time case may be, shall, upon the written direction of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole affected Registering Stockholder and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver subject to the Optionee at such Optionee's last known address. In limitations in Section 1(b) or elsewhere herein, cause the event registration of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made Transaction Registrable Shares formerly covered by the Option Committee, whose decision shall be final and conclusiveRegistration Statement that were removed from registration by the action of the Company. (2b) If an Optionee ceases the Company shall take any action pursuant to Section 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be employed extended by or ceases one day beyond the Termination Date for a number of days equal to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire the number of days during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current minus (2) the number of days during which the Registration Statement was effective before such date. During such one (1) year period, the Optionee, or, in date of the case of death, the Optionee's estate or the person or persons action taken pursuant to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateSection 5(a). (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. In the event of the termination of your employment with the Company and its Affiliates for any reason (1) Except other than as provided in paragraphs (2a result of your death or Disability or for Cause), (i) all further vesting of shares under this Option will stop, and this Option will be cancelled as to any unvested shares without any consideration being paid therefor and (3ii) below, if an Optionee's employment by, or relationship with, you will have ninety days to exercise this Option as to any shares that have vested as of the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time date of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination termination of your employment as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason result of your death or Disability, the aggregate amount of unexercised Options granted hereunder this Option shall thereupon become fully vested as of the date of termination and you or your estate will have a period of one year from the date of termination to exercise. If your employment is terminated for Cause, this Option will expire immediately as to all vested and unvested shares without any consideration being paid therefor. IF YOU DO NOT EXERCISE THE VESTED PORTION OF THIS OPTION ON OR BEFORE THE EXPIRATION DATE, THIS OPTION WILL EXPIRE WITHOUT ANY CONSIDERATION BEING PAID THEREFOR. No Rights to Grants or Continued Employment: You shall not have any claim or right to receive grants of Options under the Plan. Neither the Plan nor this Agreement nor any action taken or omitted to be taken hereunder or thereunder shall be deemed to create or confer on you any right to be retained in the employ or service of the Company or any of its Affiliates, or to interfere with or to limit in any way the right of the Company or any of its Affiliates to terminate your employment at any time. You shall have no rights in the benefits conferred by this Option or in any shares except to the extent the Option is exercised while vested and exercisable and shall expire no later than one (1) year thereafter unless such Options by their otherwise in accordance with the terms expire before such dateof this Agreement. During such one (1) year period, the Optionee, or, in the case Termination of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount cessation of unexercised Options granted hereunder employment shall thereupon become fully vested and immediately exercisable not give rise to any claim for damages by you under this Agreement and shall expire, in be without prejudice to any rights or remedies which the case Company or any of its Affiliates may have against you. Taxes and Withholding: This Option is not intended to be an Incentive Stock Option, no later than three as defined under Section 422(b) of the Internal Revenue Code of 1986, as amended (3) months following the “Code”). Any exercise of this Option is generally a taxable event, and if the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such Retirementpayments from you, or in withhold such amounts from other payments due to you from the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either caseCompany. Notwithstanding anything to the contrary, the Options Company may require that the minimum tax withholding arising upon the exercise be satisfied by their terms expire prior the Company withholding that number of shares otherwise issuable upon the exercise having a Fair Market Value equal to the minimum tax withholding obligation (after consideration of the treatment of fractional shares, if necessary). Section 409A of the Code, which was adopted pursuant to the American Jobs Creation Act of 2004, imposes new rules relating to the taxation of deferred compensation. This Option is intended to be exempt from the application of Section 409A of the Code and the rules, regulations and guidance promulgated thereunder. Set-off: If at any time you are indebted to the Company or any Affiliate, the Company may in its discretion (a) withhold (i) shares issuable to you following your exercise of the Option (or portion thereof) having a Fair Market Value on the date of exercise up to the amount of such date.indebtedness or (ii) amounts due to you in connection with the sale of the shares acquired as a result of the exercise of this Option (or portion thereof) up to the amount of such indebtedness or (b) take any substantially similar action. Governing Law: This Option (including the Restrictive Covenants attached hereto) shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. WEBMD HEALTH CORP. Agreed and Accepted: By: Optionee: Title: ______________________________________________ Print Name: Address:

Termination Provisions. (1a) Except In addition to, and not in lieu of, the termination provisions set forth in Section 6 of this Agreement, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as provided set forth in paragraphs Section 2 hereof) in the event that the Executive (2i) breaches this Agreement or (ii) engages in any act of dishonesty with respect to the Company, including any act of willful misfeasance (the foregoing reasons for termination set forth under Subparagraphs (i) and (ii) above are sometimes referred to hereinafter as termination for "Cause"). Such termination of the Executive's employment hereunder shall be effective immediately upon delivery of written notice to the Executive setting forth the reason or reasons for such termination. Upon the termination of this Agreement in accordance with this Section 10(a), the Company shall not be obligated to make any further payments hereunder to the Executive. (b) If, as both a director and a stockholder of the Company, Executive opposes a "change of control" (3defined below) below, if an Optioneeof the Company and such change of control shall occur at any time during Executive's employment byhereunder in spite of Executive's objection, or relationship withExecutive may by at least thirty (30) days prior written notice to the Company given within six (6) months of such change of control, elect to terminate his employment with the Company at the end of such six (6) month period. If Executive elects to terminate his employment pursuant to this Section 10(b), the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination Company shall expire immediately, provided, however, that the Option Committee may, in its sole promptly pay him two and absolute discretion, nine-tenths (2.9) times his current compensation payable under Sections 4(a) and 4(b) within thirty (30) days of such terminationreceipt of Executive's notice; provided, waive however, in no event shall the expiration amount paid to Executive pursuant to this Paragraph 10(b) exceed the maximum payment permitted by Section 280G of any Option awarded under the PlanInternal Revenue Code of 1986, by giving written notice of such waiver as amended (the "Code") or then applicable law and to the Optionee at such Optionee's last known address. In extent any "excess parachute payment", as that phrase is defined in Section 280G(b) of the event Code or then applicable law, would result from the application of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions formulas set forth in subparagraph (i) or (ii) above. The determination as to whether a termination is voluntary or for Cause , then the amount Executive would otherwise receive shall be reduced so that no "excess parachute payment" is made by the Option CommitteeCompany or received by Executive; provided further, whose decision however, that this Section 10 shall not apply to any change in control supported by the Executive either as an officer, a director or as a stockholder of the Company. A "change of control" shall be final and conclusive. deemed to occur when any person, corporation, partnership, association or entity, directly or indirectly (2through a subsidiary or otherwise), (A) If an Optionee ceases acquires or is granted the right to be employed by acquire, directly or ceases to perform services to the Corporation by reason through a merger or similar transaction, a majority of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the OptioneeCompany's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed byoutstanding voting securities, or ceases to provide services to (B) acquires all or substantially all of the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such dateCompany's assets.

Termination Provisions. In the event that the Government terminates performance of work under the OTA or under a specific project pursuant to Article II.B of the OTA, Buyer may terminate this Agreement. The Buyer shall terminate by delivering to Seller through its designated agent a Notice of Termination specifying the extent of termination and the effective date. After receipt of a Notice of Termination, and except as directed by ▇▇▇▇▇, the Seller through its designated agent shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due: (1) Except Stop work and direct its subcontractors to stop work as provided specified in paragraphs the notice. (2)) Place no further subcontracts or orders (referred to as orders in this clause) for materials, and services, or facilities, except as necessary to complete the continued portion of the project. (3) belowTerminate all orders to the extent they relate to the work terminated. (4) Assign to the Government, as directed by ▇▇▇▇▇, all right, title, and interest of Seller under the orders terminated, in which case the Buyer shall have the right to settle or to pay any termination settlement proposal arising out of those terminations. (5) With approval or ratification to the extent required by the Buyer, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders; the approval or ratification will be final for purposes of this clause. (6) Provide Buyer, and/or obtain from sellers as appropriate, under the terminated portion of the Agreement a transfer of title to the following where applicable and deliver to Buyer (i) The fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated; and (ii) The completed or partially completed plans, drawings, information, and other property that, if an Optionee's employment bythe order had been completed, would have been required to be furnished to Buyer. (7) Complete performance of any work not terminated, if applicable. (8) Take any action that may be necessary, or relationship withthat Buyer may direct, for the Corporation protection and preservation of the property related to this project that is terminated voluntarily orin the possession of Seller or any seller and in which the Government has or may acquire an interest. (9) Use its commercially reasonable efforts to sell, as directed or authorized by the Corporation, whether such termination is for Cause or for no reason whatsoever▇▇▇▇▇, any Option heretofore granted which remains unexercised at property of the time of such termination shall expire immediatelytypes referred to under Article II.B. Termination Provisions, (6)(i) and (ii); provided, however, that Seller by its agent (i) is not required to extend credit to any purchaser and (ii) may arrange for a seller who was performing the Option Committee mayterminated work to acquire the property under the conditions prescribed by, and at prices approved by, Buyer. (iii) will in its sole and absolute discretion, within thirty (30) no event be required to continue with such efforts for more than 100 days after notice by Buyer to sell or dispose of such termination, waive the expiration property. The proceeds of any Option awarded transfer or disposition of project property will be applied to reduce any payments to be made by the Government under the Planthat particular project, by giving written notice of such waiver including credited to the Optionee at such Optionee's last known addressprice or cost of the work, or paid in any other manner directed by the Government through the Buyer. In the event of such waivera termination of the Agreement as a result of a termination of the OTA, the Optionee may exercise any such Options only to such extentGovernment shall have patent rights as described in Article X, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusivePatent Rights. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1a) Except as provided in paragraphs (2), and (3) below, if an OptioneeIf the Company terminates Executive's employment byfor Cause, or relationship withif Executive terminates his employment without Good Reason, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, then in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph case (i) above. The determination as to whether a termination is voluntary or for Cause Executive shall be made entitled to Base Salary and Benefits for the period ending on the Termination Date; and (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as any Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive by the Option Committee, whose decision shall be final and conclusiveCompany in such year. (2b) If an Optionee ceases to be employed by the Company terminates Executive's employment without Cause, if Executive terminates his employment for Good Reason or ceases to perform services to the Corporation if Executive's employment terminates by reason of his death or Disability, then in any such case (i) Executive shall be entitled to Base Salary and Benefits for the aggregate period ending on the Termination Date; (ii) Executive shall be entitled to any unpaid Incentive Compensation for any calendar year ending prior to the year in which the Termination Date occurs, as well as Incentive Compensation for the calendar year in which the Termination Date occurs pro-rated based on the portion of Base Salary paid to Executive the Company in such year (it being agreed that if the Termination Date is prior to January 1, 2000, in no event shall the amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later Executive's Incentive Compensation payable pursuant to this Section 4(b)(ii) be less than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, amount referenced in the case last sentence of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such OptionsSection 3(c)); and (iii) if, and if not exercisedonly if, Executive (or his estate, guardian or personal representative, as the case may be) signs and delivers to the Company a complete general release of claims in the form of Annex B attached hereto, then Executive shall expire at be entitled to his Base Salary (but no Incentive Compensation) for the end period commencing on the Termination Date and ending on the later of such (x) January 31, 2002 and (y) the date which is one (1) year period unless such Options by their after the Termination Date together with any other Benefits as may be provided under the terms expire before such dateof any applicable written plan, program or arrangement of the Company applicable to senior executives of the Company. (3c) If Any amounts owed by the Optionee ceases Company to Executive pursuant to Section 4(b)(iii) shall be employed bypaid at such times and in such manner as if the termination giving rise to such payments had not occurred (with the Company retaining the right to prepay all or any portion of such amount at any time in its sole discretion). The Company's obligation to make any payments pursuant to Section 4(b) shall be conditioned upon Executive's continued and continuing compliance with the terms and conditions of this Agreement (including, or ceases to provide services to without limitation, Section 6 hereof). (d) Except as otherwise specified herein, if Executive's employment terminates on any date other than the Corporation by reason last day of Retirementa month, Executive's compensation for that month shall be calculated on the basis of a fraction, the aggregate amount numerator of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, which is the number of calendar days during that month that Executive is in the case Company's employ and the denominator of an Incentive Stock Option, no later than three (3) months following such Retirement, or which is the number of days in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such datethat month.

Termination Provisions. This Agreement may be terminated as set forth below: (i) at any time, by mutual written agreement of the Buyer and the Seller; (ii) by either Buyer or the Seller, if the Asset Purchase shall not have been consummated on or before the Outside Closing Date after the date hereof (other than due principally to the failure of the party seeking to terminate this Agreement to perform any obligations under this Agreement required to be performed by it at or prior to the Closing); (iii) by either the Buyer or the Seller if the Seller Stockholder Approval shall not have been obtained; (iv) by the Seller: (1) Except in the event (A) of a material breach of any covenant or agreement on the part of the Buyer set forth in this Agreement, or (B) that any of the representations or warranties of the Buyer set forth in this Agreement shall have been inaccurate when made or shall have become inaccurate, in either of (A) or (B) which breach or inaccuracy would reasonably be expected to prevent the Buyer from consummating the Asset Purchase in accordance with the terms hereof; provided, however, that notwithstanding the foregoing, in the event that such breach of covenant by the Buyer is, or such inaccuracies in the representations and warranties of the Buyer are, curable by the Buyer through the exercise of commercially reasonable efforts, then the Seller shall not be permitted to terminate this Agreement pursuant to this Section 10(a)(iv)(1) until the earlier to occur of (1) the expiration of a thirty (30) calendar day period after delivery of written notice from the Seller to the Buyer of such breach or inaccuracy, as provided in paragraphs applicable, or (2) the Buyer ceasing to exercise commercially reasonable efforts to cure such breach or inaccuracy (it being understood that the Seller may not terminate this Agreement pursuant to this Section 10(a)(iv)(1) if such breach or inaccuracy by the Buyer is cured within such thirty (30) calendar day period); (2) if the Seller shall have (A) effected a Seller Adverse Recommendation Change in accordance with Section 6(i) and/or (B) entered into an agreement regarding a Superior Proposal in accordance with Section 6(i) hereof; provided that, in the case of such termination, (x) the Buyer has not made, within five (5) Business Days of the receipt of the notice required by Section 6(h)(i) an offer that the Board of Directors of the Seller reasonably and in good faith determines is at least as favorable to the holders of Seller Common Stock as the Superior Proposal, it being understood that the Seller shall not enter into any definitive agreement regarding a Superior Proposal during such five (5) Business Day period, and (y) concurrently with such termination, the Seller shall simultaneously pay the Seller Termination Fee and/or the Seller Expense Reimbursement; or (3) belowif Buyer does not close on the last day of the month in which the conditions to Closing not occurring at the Closing are satisfied; provided that the Seller shall not have the right to terminate this Agreement pursuant to this Section 10(a)(iv)(3) if, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration there exists a breach of any Option awarded under representation, warranty or covenant by the Plan, by giving written notice of such waiver Seller that would result in the failure to satisfy the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and closing conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, Section 7(b); or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. This Agreement may be terminated at any time prior to the Closing: (1a) Except as provided by mutual written consent of Seller (on its and the Company's behalf) and Buyer; (b) by Buyer, if there has been a breach by Seller or the Company of any covenant, representation or warranty contained in paragraphs this Agreement which would prevent the satisfaction of any condition to the obligations of Buyer at the Closing and such breach has not been waived by Buyer or, in the case of a covenant breach, cured by Seller or the Company within ten (210) days after written notice thereof from Buyer; (c) by Seller (on behalf of itself and the Company), if there has been a breach by Buyer of any covenant, representation or warranty contained in this Agreement which would prevent the satisfaction of any condition to the obligations of Seller and (3) below, if an Optionee's employment by, or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised Company at the time of Closing and such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, breach has not been waived by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the OptioneeSeller, or, in the case of deatha covenant breach, cured by Buyer within ten (10) days after written notice thereof by Seller; provided that the failure to deliver the Estimated Cash Purchase Price as required hereunder shall be a material breach and shall not be subject to cure hereunder; (d) by either Buyer or Seller (on behalf of itself or the Company), immediately upon an Order becoming a Final Order that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby; (e) by either Buyer or Seller (on behalf of the itself and the Company) if the transactions contemplated hereby have not been consummated prior to December 31, 2009; provided that (i) Buyer shall not be entitled to terminate this Agreement pursuant to this Section 11.2(e) if Buyer's breach of this Agreement has prevented the consummation of the transactions contemplated hereby and (ii) Seller shall not be entitled to terminate this Agreement pursuant to this Section 11.2(e) if the Seller's or the Company's breach of this Agreement has prevented the consummation of the transactions contemplated hereby; (f) by Seller (on behalf of itself and the Company) at any time prior to the Internal Approval Time (and with it being understood that, for all purposes of this Agreement, each of the Internal Visteon Approvals shall be deemed to have been obtained and received after the Internal Approval Time if this Agreement is not terminated in accordance with this Section 11.2(f)); or (g) by Buyer at any time prior to the Internal Approval Time (and with it being understood that, for all purposes of this Agreement, the Optionee's estate or Internal Buyer Approvals shall be deemed to have been obtained and received after the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and Internal Approval Time if this Agreement is not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateterminated in accordance with this Section 11.2(g)). (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (1a) Except as provided in paragraphs (2)In addition to, and (3) below, if an Optionee's employment by, or relationship withnot in lieu of, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of any Option awarded under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions provisions set forth in subparagraph Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (ias set forth in Section 2 hereof) abovein the event that the Executive is gull(i) reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misteasance, or (iii) any act of dishonesty by the Executive with respect to the Company. The determination Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall c-institute, and is referred to elsewhere herein, as to whether a termination is voluntary or for "Cause." Such termination of the Executive's employment hereunder for Cause shall be made by effective immediately upon delivery of written notice to the Option CommitteeExecutive setting forth the reason or reasons for such termination. Upon the termination of this Agreement in accordance with this Section 11(a), whose decision the Company shall not be final and conclusiveobligated to make any further payments hereunder to the Executive. (2b) If an Optionee ceases Notwithstanding any provisions in without CauseAgreement the contrary, the Company may terminate the employment of the Executive , but in such event the Company shall be obligated to be employed by or ceases to perform services pay the Executive any and all amounts payable to the Corporation by reason Executive pursuant to Section 4 above for the remainder of death the initial term or Disabilitythe extended term, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in as the case may be, of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and Agreement in effect immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such datetermination (the "Remainder Term"), and the Company shall also continue for the Remainder Term to permit the Executive to receive or participate in all fringe benefits available to him pursuant to Section 5 above.

Termination Provisions. If Employer becomes entitled to terminate the Employment pursuant to this clause 15, it shall be entitled (1but without prejudice to its right subsequently to terminate the Employment on the same or any other ground) Except to suspend Employee on full pay for so long as provided it may think fit. Employer reserves the right to give Employee pay in paragraphs lieu of any notice of termination (2whether given by Employer or by Employee). For this purpose, Employee agrees that pay in lieu of notice will consist of his basic salary for the relevant period of notice and any bonus/commission/share of profit and any other emolument referable to the Employment. For the avoidance of doubt, the right of Employer to make a payment in lieu of notice does not give rise to any right of Employee to receive such a payment. The giving of any period of notice of termination (whether given by Employer or Employee), does not limit the Employer's right to suspend any of Employee's duties and (3) belowpowers under clause 6 and Employer shall be under no obligation to assign any duties to Employee and shall be entitled to exclude him from its premises. Throughout any such period of suspension, if an Optionee's employment by, or relationship with, the Corporation Employee shall continue to receive his normal salary and other contractual benefits to which he is terminated voluntarily or, by the Corporation, whether such termination is for Cause entitled under this Agreement and shall not be entitled to work either on his own account or for no reason whatsoeverany other person, any Option heretofore granted which remains unexercised at company or business. Alternatively, Employer may, during the time whole or part of such period of notice, require Employee to perform duties (including any modified duties arising from an exercise by Employer of its rights under clause 6) at such locations as the Company may require consistent with clause 8. On the termination shall expire immediately, provided, however, that of the Option Committee may, in its sole and absolute discretion, within thirty (30) days Employment or on either Employer or Employee having served notice of such termination, waive Employee shall: 11 o at the expiration request of Employer resign as a Director and/or from any office held in Employer or any Group Company and shall transfer without payment to Employer or as Employer may direct, any shares or other securities held by Employee as nominee or trustee for Employer or any Group Company provided however that such resignation shall be without prejudice to any claims which Employee may have against Employer or any Group Company arising out of the termination of the Employment; and o forthwith deliver to Employer all materials within the scope of clause 16 and all credit cards, cars, car keys and other property of or relating to the business of Employer or of any Option awarded Group Company which may be in his possession or under the Plan, by giving written notice of such waiver to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only to such extent, for such time, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary his power or for Cause shall be made by the Option Committee, whose decision shall be final and conclusive. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, control; and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such dateEmployee should fail to do so Employer is hereby irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. Notwithstanding anything contained herein to the contrary, Company may: (1a) Except as provided terminate performance of Work under this Agreement or under an applicable Work Offer, in paragraphs (2), and (3) below, if an Optionee's employment by, whole or relationship with, the Corporation is terminated voluntarily orin part, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, provided, however, that the Option Committee may, in its sole and absolute discretion, within giving Contractor thirty (30) days days' notice in writing; or (b) terminate performance of Work under this Agreement or an applicable Work Offer, in whole or in part, by giving Contractor one (1) day's notice in writing, in the event of failure of Contractor to carry on any project or part of the Work in an efficient, skillful and careful manner to the complete satisfaction of Company, or in the event Work is not proceeding with such speed as, in the judgment of Company, is necessary to timely complete same, or if Contractor fails to comply with any of the provisions of this Agreement, without prejudice to any other right or remedy hereunder Upon receipt of notice of termination, pursuant to this Paragraph 12 or pursuant to Paragraph 2 of Part I, the Contractor shall immediately discontinue further Work so terminated. Upon receipt of the notice of termination, Contractor shall place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete any continued portion of the Work. Contractor shall also terminate all subcontracts, to the extent they relate to the Work terminated, or, as directed by Company, and to the extent assignable, assign to Company all right, title, and interest of the Contractor under such subcontracts. As directed by Company, Contractor will transfer title and deliver to Company the Work in process, completed Work, supplies, and other materials produced or acquired for the Work terminated, as well as the completed or partially completed plans, drawings, information, and other property that, if the Agreement had been completed, would be required to be furnished to Company. In addition, Contractor will take any action that may be necessary, or that Company may direct, for the protection and preservation of the property related to this Agreement that is in the possession of the Contractor and in which Company has or may acquire an interest. Termination of this Agreement shall not relieve any party from any obligation accruing or accrued to the date of such termination, waive the expiration nor deprive a party not in default of any Option awarded under the Planremedy otherwise available to it. The indemnification provisions of this Agreement shall survive such termination relative to all claims and other indemnified matters, by giving written notice discovered or undiscovered, arising out of, in connection with, or incident to this Agreement. If Work is terminated, and such termination occurs after commencement of such waiver any Work hereunder, Company shall pay Contractor for Work which has been satisfactorily performed to the Optionee at such Optionee's last known addressdate of termination for which Contractor has not previously been paid by Company, subject to the right of retainage or withholding as set forth herein. In the event such termination by Company occurs prior to commencement of such waiverany Work, Company shall incur no liability whatsoever to Contractor, including but not limited to, Contractor's costs associated with Proposal preparation, the Optionee may exercise any such Options only to such extent, for such timepurchase of equipment or materials or supplies, and upon such terms and conditions set forth in subparagraph (i) above. The determination as to whether a termination is voluntary the hiring or for Cause shall be made by the Option Committee, whose decision shall be final and conclusivereassignment of employees. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.

Termination Provisions. (a) In addition to, and not in lieu of, the termination provisions set forth in Section 6 herein, the employment of the Executive hereunder may be terminated by the Company prior to the termination date of the initial term or any renewal term thereafter (as set forth in Section 2 hereof) for sufficient "cause," which cause is defined specifically in the event that the Executive is guilty of (i) a willful and reckless disregard to perform his duties as set forth in Section 3 herein, or (ii) willful misfeasance for which the Company is directly and adversely affected, or (iii) any act of dishonesty by the Executive bearing directly upon the Company. Termination of the Executive's employment by the Company for reckless disregard of his duties to the Company, willful misfeasance or an act of dishonesty with respect to the Company hereunder shall constitute, and is referred to elsewhere herein, as termination for "Cause." Such termination of the Executive's employment hereunder for Cause shall be effective upon delivery of written notice to the Executive, which notice shall be in a sworn affidavit from at least two non-interested parties, setting forth with specificity the exact nature of the "cause" for which the Executive is being terminated. Upon the termination of this Agreement for "cause" as set forth in this subparagraph, the Company shall not be obligated to make any further payments hereunder to the Executive. (b) Notwithstanding any provisions in this Agreement to the contrary, the Company may terminate the employment of the Executive without Cause, but in such event the Company shall be obligated to pay the Executive any and all amounts payable to the Executive pursuant to Section 4 above for the greater of (i) the remainder of the initial term or the extended ten-n, as the case may be, of the Agreement in effect immediately prior to such termination, or (ii) one (1) Except as provided in paragraphs year (2the "Remainder Term"), and (3) below, if an Optionee's employment by, the Company shall also continue for the Remainder Term to pen-nit the Executive to receive or relationship with, the Corporation is terminated voluntarily or, by the Corporation, whether such termination is for Cause or for no reason whatsoever, any Option heretofore granted which remains unexercised at the time of such termination shall expire immediately, participate in all fringe benefits available to him pursuant to Section 5 above; provided, however, that during the Option Committee may, in its sole and absolute discretion, within thirty (30) days of such termination, waive the expiration of Remainder Term any Option awarded under the Plan, by giving written notice of such waiver amounts payable to the Optionee at such Optionee's last known address. In the event of such waiver, the Optionee may exercise any such Options only Executive pursuant to such extent, for such timethis Section 11(b), and upon such terms and conditions set forth any fringe benefits which lie receives or in subparagraph (i) above. The determination as which he participates pursuant to whether a termination is voluntary or for Cause this Section 11(b), shall be made reduced by any payments or fringe benefits the Option Committee, whose decision Executive shall be final and conclusivereceive during the Remainder Term from any other source of employment which is unaffiliated with the Company. (2) If an Optionee ceases to be employed by or ceases to perform services to the Corporation by reason of death or Disability, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire no later than one (1) year thereafter unless such Options by their terms expire before such date. During such one (1) year period, the Optionee, or, in the case of death, the Optionee's estate or the person or persons to whom the Option was transferred by will or the laws of descent and distribution, may exercise any such Options, and if not exercised, shall expire at the end of such one (1) year period unless such Options by their terms expire before such date. (3) If the Optionee ceases to be employed by, or ceases to provide services to the Corporation by reason of Retirement, the aggregate amount of unexercised Options granted hereunder shall thereupon become fully vested and immediately exercisable and shall expire, in the case of an Incentive Stock Option, no later than three (3) months following such Retirement, or in the case of a Nonqualifying Stock Option one (1) year following Retirement, unless, in either case, the Options by their terms expire prior to such date.