Common use of Exercise After Termination of Employment Clause in Contracts

Exercise After Termination of Employment. If an Optionee shall cease to be employed by the Corporation or any Affiliate thereof, other than by reason of death, no further installments of the Option will become exercisable, and the Option shall expire as follows: (a) In the event of the Optionee’s Termination of Employment by reason of death, the Option shall expire on the earlier of (i) one (1) year from the date of such death or (ii) the stated term of the Option pursuant to Section 3 hereof. (b) In the event of the Optionee’s Termination of Employment by reason of Disability, Retirement or involuntary termination without Cause, the Option shall expire on the earlier of (i) 90 days from the date of such Disability, Retirement or involuntary termination without Cause or (ii) the stated term of the Option pursuant to Section 3 hereof. (c) In the event of the Optionee’s voluntary Termination of Employment prior to or more than 90 days after an event that would be grounds for a Termination of Employment for Cause, the Option shall expire on the earlier of (i) 30 days from the date of such voluntary termination or (ii) the stated term of the Option pursuant t Section 3 hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) shall be forfeited and canceled in its entirety upon such Termination of Employment.

Exercise After Termination of Employment. If an Optionee (A) Except as otherwise provided in this Agreement, the OPTION shall cease be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be employed in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the Corporation or any Affiliate thereof, time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, no further installments permanent disability (as defined in Section (7)(D) below) or normal retirement (as defined in Section (7)(E) below) of the Option will become exercisableOPTIONEE, and the Option OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire as follows:immediately upon such termination. (aC) In the event of the Optionee’s Termination death of Employment by reason the OPTIONEE (i) while in the employment of deaththe COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full by his estate for a period ending on the earlier of (i) one (1) year from the fixed expiration date of the OPTION or twelve months after the date of such death death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or (ii) any person who has acquired the stated term right to exercise the OPTION by reason of the Option pursuant to Section 3 hereofdeath of the OPTIONEE. (bD) In the event of the Optionee’s Termination termination of Employment employment of the OPTIONEE by reason of Disability, Retirement or involuntary termination without Causethe "permanent disability" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (i12) 90 days months from the date of such Disabilitytermination of employment, Retirement or involuntary termination without Cause or (ii) after which period the stated term OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the Option pursuant OPTIONEE to Section 3 hereofperform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (cE) In the event of the Optionee’s voluntary Termination termination of Employment prior to employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or more than 90 days after an event that would be grounds not then exercisable by its terms) shall become immediately exercisable for a Termination of Employment for Cause, the Option shall expire period ending on the earlier of the fixed expiration date of the OPTION or twelve (i12) 30 days from months after the date of such voluntary termination or (ii) death, after which period the stated term of the Option pursuant t Section 3 OPTION shall expire. For purposes hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) "retirement" shall be forfeited deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and canceled in its entirety upon such Termination has completed at least five (5) consecutive years of Employmentemployment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. If an Optionee (A) Except as otherwise provided in this Agreement, the OPTION shall cease be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be employed in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the Corporation or any Affiliate thereof, time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of OPTIONEE's death, no further installments permanent disability or normal retirement (as defined in Section (7)(D) below), it must be exercised on or before the earlier of three (3) months after the date of the Option will become exercisabletermination of employment of the OPTIONEE or the fixed expiration date of the OPTION, and after which period the Option OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire as follows:immediately upon such termination. (aC) In the event of the Optionee’s Termination death of Employment by reason the OPTIONEE (i) while in the employment of deaththe COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable by his estate for a period ending on the earlier of (i) one (1) year from the fixed expiration date of the OPTION or twelve months after the date of such death death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or (ii) any person who has acquired the stated term right to exercise the OPTION by reason of the Option pursuant to Section 3 hereofdeath of the OPTIONEE. (bD) In the event of the Optionee’s Termination termination of Employment employment of the OPTIONEE by reason of Disability, Retirement the "permanent disability" or involuntary termination without Cause"normal retirement" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full for a period ending on the earlier of three (i3) 90 days from months after the termination of employment or the fixed expiration date of the OPTION, after which period the OPTION shall expire; provided, however, that if such termination of employment occurs by reason of "disability" within the meaning of Section 22(e)(3) of the CODE, said three-month period shall be extended to twelve months. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age and has completed at least five (5) consecutive years of employment with the COMPANY at the date of such Disability, Retirement or involuntary termination without Cause or (ii) the stated term of the Option pursuant to Section 3 hereofretirement. (c) In the event of the Optionee’s voluntary Termination of Employment prior to or more than 90 days after an event that would be grounds for a Termination of Employment for Cause, the Option shall expire on the earlier of (i) 30 days from the date of such voluntary termination or (ii) the stated term of the Option pursuant t Section 3 hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) shall be forfeited and canceled in its entirety upon such Termination of Employment.

Exercise After Termination of Employment. If an Optionee (A) Except as otherwise provided in this Agreement, the OPTION shall cease to be exercisable only while the OPTIONEE is employed by the Corporation or any Affiliate thereofCOMPANY and/or one of its subsidiaries and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE terminates service with the COMPANY and all of its subsidiaries, shall immediately expire on the date of termination of service. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE terminates service with the COMPANY and all of its subsidiaries other than by reason of deaththe OPTIONEE's death or disability, no further installments the exercisable portion of the Option will become exercisableOPTION must be exercised on or before the earlier of (i) three months after the date of the termination of service or (ii) the fixed expiration date of the OPTION, after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's service with the COMPANY and all of its subsidiaries is terminated for "Cause" (as that term is defined in Section 2.00 of the Option shall PLAN), the OPTION shall, to the extent not previously exercised, expire as follows:immediately upon such termination of service. (aC) In the event of the Optionee’s Termination death of Employment the OPTIONEE (i) while employed by the COMPANY and/or one of its subsidiaries or (ii) within three months after the OPTIONEE's termination of service with the COMPANY and all of its subsidiaries other than for Cause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by the OPTIONEE's beneficiary for a period ending on the earlier of (x) the fixed expiration date of the OPTION or (y) twelve months after the OPTIONEE's termination of service, after which period the OPTION shall expire. For purposes hereof, the beneficiary of an OPTIONEE shall be determined in accordance with Section 10.02 of the PLAN. (D) In the event of the termination of the OPTIONEE's service with the COMPANY and all of its subsidiaries by reason of deaththe "disability" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full for a period ending on the earlier of (i) one (1) year from twelve months after the date OPTIONEE's termination of such death service or (ii) the stated term fixed expiration date of the Option pursuant to OPTION, after which period the OPTION shall expire. For purposes hereof, a "disability" shall constitute a disability as defined in Section 3 hereof22(e)(3) of the CODE. (bE) In For purposes of this Agreement, the event OPTIONEE shall be deemed to have terminated service with the COMPANY and its subsidiaries upon termination of the Optionee’s Termination of Employment by reason of Disability, Retirement or involuntary termination without Cause, employee-employer relationship between the Option shall expire on OPTIONEE and the earlier of (i) 90 days from the date of such Disability, Retirement or involuntary termination without Cause or (ii) the stated term COMPANY and all of the Option pursuant to Section 3 hereof. (c) In the event subsidiaries of the Optionee’s voluntary Termination of Employment prior to or more than 90 days after an event that would be grounds COMPANY for a Termination of Employment for Cause, the Option shall expire on the earlier of (i) 30 days from the date of such voluntary termination or (ii) the stated term of the Option pursuant t Section 3 hereofany reason. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) shall be forfeited and canceled in its entirety upon such Termination of Employment.

Exercise After Termination of Employment. If an Optionee (A) Except as otherwise provided in this Agreement, the OPTION shall cease to be exercisable only while the OPTIONEE is employed by the Corporation or any Affiliate thereofCOMPANY and/or one of its subsidiaries and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE terminates service with the COMPANY and all of its subsidiaries, shall immediately expire on the date of termination of service. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE terminates service with the COMPANY and all of its subsidiaries other than by reason of the OPTIONEE's death, no further installments disability or retirement, the exercisable portion of the Option will become exercisableOPTION must be exercised on or before the earlier of (i) three months after the date of the termination of service or (ii) the fixed expiration date of the OPTION, after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's service with the COMPANY and all of its subsidiaries is terminated for "Cause" (as that term is defined in Section 2.00 of the Option shall PLAN), the OPTION shall, to the extent not previously exercised, expire as follows:immediately upon such termination of service. (aC) In the event of the Optionee’s Termination death of Employment the OPTIONEE (i) while employed by the COMPANY and/or one of its subsidiaries or (ii) within three months after the OPTIONEE's termination of service with the COMPANY and all of its subsidiaries other than for Cause, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately exercisable in full by the OPTIONEE's beneficiary for a period ending on the earlier of (x) the fixed expiration date of the OPTION or (y) twelve months after the OPTIONEE's termination of service, after which period the OPTION shall expire. For purposes hereof, the beneficiary of an OPTIONEE shall be determined in accordance with Section 10.02 of the PLAN. (D) In the event of the termination of the OPTIONEE's service with the COMPANY and all of its subsidiaries by reason of deaththe "disability" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full for a period ending on the earlier of (i) one (1) year from twelve months after the date OPTIONEE's termination of such death service or (ii) the stated term fixed expiration date of the Option pursuant to OPTION, after which period the OPTION shall expire. For purposes hereof, a "disability" shall constitute a disability as defined in Section 3 hereof22(e)(3) of the CODE. (bE) In the event of the Optionee’s Termination termination of Employment the OPTIONEE's service with the COMPANY and all of its subsidiaries by reason of Disability, Retirement or involuntary termination without Causethe "retirement" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full for a period ending on the earlier of (i) 90 days from twelve months after the date OPTIONEE's termination of such Disability, Retirement or involuntary termination without Cause service or (ii) the stated term fixed expiration date of the Option pursuant OPTION, after which period the OPTION shall expire. For purposes hereof, the OPTIONEE shall be deemed to Section 3 hereofhave retired upon termination of service with the COMPANY and all of its subsidiaries on or after the date the OPTIONEE both reaches age 65 and completes at least five consecutive years of vesting service as defined in the COMPANY's tax-qualified defined benefit retirement plan. (cF) In For purposes of this Agreement, the event OPTIONEE shall be deemed to have terminated service with the COMPANY and its subsidiaries upon termination of the Optionee’s voluntary Termination of Employment prior to or more than 90 days after an event that would be grounds for a Termination of Employment for Cause, employee-employer relationship between the Option shall expire on OPTIONEE and the earlier of (i) 30 days from the date of such voluntary termination or (ii) the stated term COMPANY and all of the Option pursuant t Section 3 hereof. (d) In the event subsidiaries of the Optionee’s Termination COMPANY for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) shall be forfeited and canceled in its entirety upon such Termination of Employmentreason.

Exercise After Termination of Employment. (A) If the OPTIONEE’s employment with the COMPANY and each of its subsidiaries terminates for any reason other than the death, Disability or Normal Retirement of the OPTIONEE, the OPTION shall be forfeited effective immediately upon such termination of employment. If the termination of employment was due to the Normal Retirement of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the OPTION or three months after the date of termination of employment. If the termination of employment was due to the death of the OPTIONEE and the OPTIONEE was an Optionee shall cease to be employed by employee of the Corporation COMPANY or any Affiliate thereof, other than by reason of death, no further installments subsidiary of the Option will become exercisable, and COMPANY at the Option shall expire as follows: (a) In the event time of the OptioneeOPTIONEE’s Termination of Employment by reason of death, the Option unexercised portion of the OPTION may be exercised in full (whether or not the OPTION is then fully exercisable) and the right of the OPTIONEE’s beneficiary to exercise the OPTION shall expire on terminate upon the earlier to occur of (i) one (1) year from the expiration of the term of the OPTION or 12 months after the date of such death death. If the termination of employment was due to the Disability of the OPTIONEE, the unexercised portion of the OPTION may be exercised in full (whether or (iinot the OPTION is then fully exercisable) and the stated right of the OPTIONEE to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the Option pursuant to Section 3 hereofOPTION or 12 months after the date of termination of employment. For purposes of this AGREEMENT, the date of termination of employment shall be the last day of employment. (bB) In For purposes of this AGREEMENT, “Disability” shall mean a disability within the event meaning of Subsection 22(e) (3) of the Optionee’s Termination CODE and “Normal Retirement” shall mean separation from employment with the COMPANY and each of Employment by reason of Disability, Retirement its subsidiaries on or involuntary termination without Cause, the Option shall expire on the earlier of (i) 90 days from after the date of such Disability, Retirement or involuntary termination without Cause or (ii) the stated term of the Option pursuant to Section 3 hereofOPTIONEE has attained age 62. (c) In the event of the Optionee’s voluntary Termination of Employment prior to or more than 90 days after an event that would be grounds for a Termination of Employment for Cause, the Option shall expire on the earlier of (i) 30 days from the date of such voluntary termination or (ii) the stated term of the Option pursuant t Section 3 hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) shall be forfeited and canceled in its entirety upon such Termination of Employment.

Exercise After Termination of Employment. If an Optionee (A) Except as otherwise provided in this Agreement, the OPTION shall cease be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be employed in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the Corporation or any Affiliate thereof, time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, no further installments permanent disability or normal retirement of the Option will become exercisableOPTIONEE, and the Option OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire as follows:immediately upon such termination. (aC) In the event of the Optionee’s Termination death of Employment by reason the OPTIONEE (i) while in the employment of deaththe COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become immediately exercisable in full by his estate for a period ending on the earlier of (i) one (1) year from the fixed expiration date of the OPTION or twelve months after the date of such death death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or (ii) any person who has acquired the stated term right to exercise the OPTION by reason of the Option pursuant to Section 3 hereofdeath of the OPTIONEE. (bD) In the event of the Optionee’s Termination termination of Employment employment of the OPTIONEE by reason of Disability, Retirement or involuntary termination without Causethe "permanent disability" of the OPTIONEE, the Option unexercised portion of the OPTION (whether or not then exercisable by its terms) shall expire become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (i12) 90 days months from the date of such Disabilitytermination, Retirement or involuntary termination without Cause or (ii) after which period the stated term OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the Option pursuant OPTIONEE to Section 3 hereofperform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the United States of America. (cE) In the event of the Optionee’s voluntary Termination termination of Employment prior to employment of the OPTIONEE by reason of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or more than 90 days after an event that would be grounds not then exercisable by its terms) shall become immediately exercisable for a Termination of Employment for Cause, the Option shall expire period ending on the earlier of the fixed expiration date of the OPTION or twelve (i12) 30 days from months after the date of such voluntary termination or (ii) death, after which period the stated term of the Option pursuant t Section 3 OPTION shall expire. For purposes hereof. (d) In the event of the Optionee’s Termination for Cause or in the event of an Optionee’s voluntary Termination of Employment within 90 days after an event that would be grounds for a Termination of Employment for Cause or any other reason (other than as described in Sections 5(a), (b) or (c), the entire Option (whether vested or not vested) "retirement" shall be forfeited deemed to be "normal retirement" if the OPTIONEE is at least 65 years of age at the date of retirement and canceled in its entirety upon such Termination has completed at least five (5) consecutive years of Employmentemployment with the COMPANY at the date of retirement.