Common use of Effect of Termination of Employment or Change in Control Clause in Contracts

Effect of Termination of Employment or Change in Control. (a) Notwithstanding the provisions of Executive's options, if Executive resigns voluntarily or ceases to be employed by the Company (or an affiliate) other than as a result of death or disability, Executive shall be entitled to exercise such options to the extent such options could otherwise have been exercised immediately prior to the time of termination at any time up to and including 90 days after the date of termination, but not beyond the expiration date of an option. This provision is not intended to limit any other rights that Executive may have with respect to the vesting or exercise of options, including rights under the SPA. (b) If Executive dies or becomes disabled, all options and performance shares which have not vested (other than those performance shares described in Section 3.2 (c)) will accelerate and vest immediately, and, in the event of Executive's death, all option rights will transfer to Executive's representative. All then unexercised options will be cancelled one year after Executive dies or becomes disabled. (c) If Executive dies, becomes disabled or retires, performance shares units awarded to such Executive pursuant to the Guidelines shall vest, be valued and awarded pursuant to the terms of such Guidelines.