Common use of Termination of Employment; Change in Control Clause in Contracts

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If , (b) if the Optionee's employment with the Corporation shall terminate other than terminates by reason of Retirement Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to shall remain exercisable for three years from the extent then vested) may be exercised at any time within ninety (90) days after date of such termination of employment (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If ) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than for Cause a termination described in clause (a) or Retirement(b) of this sentence), the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. If the Optionee's ’s employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's ’s employment with the Corporation Company shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option shall (to the extent then vestedI) may be exercised at any time within become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's ’s employment terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 4(b) above, and (B) the Option shall expire upon the earlier to occur of the three year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the three year period immediately following the Retirement of the Optionee, the Options shall (AI) become fully and immediately vested and exercisable and (BII) remain exercisable for three years the remainder of the three-year period from the date of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of either Normal or Early Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Normal or Early Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disabilityDisability. If the Optionee's employment terminates by reason of Normal Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Normal Retirement (but not beyond the Term of the Option). If the Optionee's employment terminates by reason of Early Retirement, the Option (to the extent then vested) may be exercised at any time within three years after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in that certain Amended and Restated Employment Agreement, dated as of October 11, 2000, between the last Section hereofCorporation and the Optionee (the "Employment Agreement")), or the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's Optionee voluntarily terminates his employment with the Corporation shall terminate other than by reason of Retirement for Good Reason (as defined in the last Section hereofEmployment Agreement), Disability the Optionee shall forfeit the portion of the Option to the extent not yet vested as of the Date of Termination (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the OptionEmployment Agreement). The Option, to the extent not then vested, in the case of the voluntary termination by the Optionee of his employment with the Company other than for Good Reason shall immediately expire upon such terminationbe exercisable until the third anniversary of the Date of Termination, and in the case of termination of the Optionee's employment for Cause shall be exercisable for a period of ninety (90) days following the Date of Termination. If Notwithstanding any other provision contained herein, if the Optionee's employment with the Corporation is involuntarily terminated other than for Cause, the Optionee terminates employment for Good Reason or the Optionee dies or becomes Disabled terminates employment due to disability (Awithin the meaning of Section 7(b) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the OptionEmployment Agreement). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and shall remain exercisable for the lesser of (A) three years following the Date of Termination, or, if applicable, for three years following the Optionee's death or disability and (B) remain exercisable for three years from the date remainder of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the its Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereofEmployment Agreement), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's Optionee terminates his employment with the Corporation shall terminate other than by reason of Retirement for Good Reason (as defined in the last Section hereofEmployment Agreement), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within (A) ninety (90) days after such termination if such termination occurs prior to the fifth anniversary of the Grant Date or (B) three (3) years after such termination if such termination occurs on or after the fifth anniversary of the Grant Date (but, in either case, not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination of employment. Except as provided in Section 4(c)(ii) below, if the Optionee's employment with the Corporation is terminated for any reason other than (A) by the Company for Cause or (B) by the Optionee other than for Good Reason, the Option (to the extent then vested) may be exercised at any time within one (1) year after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option)employment.

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and the its Subsidiaries shall not be considered a termination of employment. If the Optionee's ’s employment with the Corporation Company is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's ’s employment with the Corporation Company shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's ’s death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's ’s employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

Termination of Employment; Change in Control. (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation Company and any of its Subsidiaries or any other change in employment that does not constitute a “separation from service” within the Subsidiaries meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision), shall not be considered a termination of employment by the Company or a Subsidiary. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. If the Optionee's ’s employment with the Corporation Company or a Subsidiary is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If Subject to Section 5(c)(ii), if the Optionee's ’s employment with the Corporation Company or a Subsidiary shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation Company or Subsidiary or (B) within 90 days after the termination of his or her employment with the Company or a Subsidiary other than for Cause or Retirement, the Option shall (to the extent then vestedI) may be exercised at any time within become fully and immediately vested and exercisable and (II) remain exercisable for one year after from the Optionee's date of death or Disability (but not beyond the Term of the Option). The OptionSubject to Section 5(c)(ii), to the extent not then vested, shall immediately expire upon such death or disability. If if the Optionee's ’s employment with the Company or a Subsidiary terminates by reason of Retirement, (A) the Option shall, if not fully vested at the time of such termination, continue to vest in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Options shall (AI) become fully and immediately vested and exercisable and (BII) remain exercisable for three years the remainder of the five-year period from the date of such Retirement (but not beyond the Term of the Option).