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) If Executive shall resign voluntarily or cease to be employed by the Company (or an affiliate) for cause as described in Section 7(c) of this Agreement, except as provided in the SPA, all benefits described in Section 3 hereof shall terminate (except to the extent previously earned or vested and, if Executive retires, those which may become vested upon retirement pursuant to the terms of the Guidelines). (b) If Executive dies or becomes disabled, all options which have not vested will accelerate and vest immediately, and, in the event of Executive’s death, all option rights will transfer to Executive’s representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all unexercised options within three years after such death or disability or the expiration date of the option, whichever is sooner. (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. (d) If there is a Change in Control, then all options and performance share units that have not vested will accelerate and vest immediately. Performance share units awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each Performance Share. The Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)

Effect of Termination of Employment or Change in Control. (a) If Notwithstanding the provisions of Executive's options, if Executive shall resign resigns voluntarily or cease ceases to be employed by the Company (or an affiliate) for cause other than as described in Section 7(c) a result of this Agreementdeath or disability, except as provided in the SPA, all benefits described in Section 3 hereof Executive shall terminate (except be entitled to exercise such options to the extent previously earned or vested and, if Executive retires, those which may become vested upon retirement pursuant such options could otherwise have been exercised immediately prior to the terms time of termination at any time up to and including 90 days after the Guidelines)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 's death, all option rights will transfer to Executive’s 's representative. If Executive’s employment terminates by reason of death or disability, Executive or Executive’s representative may exercise all All then unexercised options within three years will be cancelled one year after such death Executive dies or disability or the expiration date of the option, whichever is soonerbecomes 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. (d) If there is a Change of Control (as defined in Controlthe SPA but which (i) results in the acquisition by any person of a Beneficial Ownership of 40% or more of the combined voting power of the Company's then outstanding Voting Securities and has not been approved by the Incumbent Board, or (ii) results in the Voting Securities being withdrawn from public trading), then all options and performance share units that which have not vested will accelerate and vest immediately. Performance share units awarded to Executive pursuant to the Guidelines shall be valued at 100 percent as though the Company had achieved its target for each relevant plan period. The Executive shall be entitled to receive one share of the Company’s common stock upon the vesting of each Performance Share. The Executive shall have the right to require the Company to purchase, for cash, and at fair market value, any shares of stock purchased upon exercise of any option or received upon the vesting of any Performance Share. (Terms used in this Section, unless defined in this Employment Agreement, are as defined in the SPA.)