Common use of Period of Option and Conditions of Exercise Clause in Contracts

Period of Option and Conditions of Exercise. 3.1 The terms of this Option Agreement shall commence on the date hereof (THE DATE OF GRANT) and terminate at the Expiration Date (as defined in Section 6 below), or at the time at which the Option is completely terminated pursuant to the terms of the Option Plan or pursuant to this Option Agreement. 3.2 The Options may be exercised by the Optionee in whole at any time or in part from time to time, as determined by the Board, and to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 3.4 below, the Optionee is an employee of the Company or any of its subsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise. 3.3 Subject to the provisions of Section 3.4 below, in the event of termination of the Optionees employment with the Company or any of its subsidiaries, all Options granted to him or her will immediately be expired. A notice of termination of employment by either the Company or the Optionee shall be deemed to constitute termination of employment. 3.4 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment with the Company or any subsidiary of the Company during an additional period of time beyond the date of such termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options, set forth in Section 4 below, if: (I) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable, (ii) termination is without Cause (as defined below), in which event any Options still in force and unexpired may be exercised within a period of 90 (ninety) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options, (iii) termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of 3 (three) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. The term CAUSE shall mean any action, omission or state of affairs related to the Optionee which the Committee or the Board decides, in its sole discretion, is against the best interests of the Company. 3.5 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up one-half or more, or otherwise rounded down, to the nearest whole number.

Period of Option and Conditions of Exercise. 3.1 The terms of this Option Agreement shall commence on the date hereof (THE DATE OF GRANT) and terminate at the Expiration Date (as defined in Section 6 below), or at the time at which the Option is completely terminated pursuant to the terms of the Option Plan or pursuant to this Option Agreement. 3.2 The Options may be exercised by the Optionee in whole at any time or in part from time to time, as determined by the Board, and to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 3.4 below, the Optionee is an employee of the Company or any of its subsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise. 3.3 Subject to the provisions of Section 3.4 below, in the event of termination of the Optionees employment with the Company or any of its subsidiaries, all Options granted to him or her will immediately be expired. A notice of termination of employment by either the Company or the Optionee shall be deemed to constitute termination of employment. 3.4 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment with the Company or any subsidiary of the Company during an additional period of time beyond the date of such termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options, set forth in Section 4 below, if: (Ii) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable, (ii) termination is without Cause (as defined below), in which event any Options still in force and unexpired may be exercised within a period of 90 (ninety) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options, (iii) termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of 3 (three) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. The term CAUSE shall mean any action, omission or state of affairs related to the Optionee which the Committee or the Board decides, in its sole discretion, is against the best interests of the Company. 3.5 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up one-half or more, or otherwise rounded down, to the nearest whole number.

Period of Option and Conditions of Exercise. 3.1 The terms of this Option Agreement shall commence on the date hereof as defined in Exhibit B (THE the "DATE OF GRANT") and terminate at the Expiration Date (as defined in Section 6 below), or at the time at which the Option is completely terminated pursuant to the terms of the 3(i) Option Plan or pursuant to this Option Agreement. 3.2 The Options may be exercised by the Optionee in whole at any time or in part from time to time, as determined by the Board, and to the extent that the Options become vested and exercisableexercisable in accordance with section 3 of Exhibit B, prior to the Expiration Date, and provided that, subject to the provisions of Section 3.4 below, the Optionee is an employee of the Company or any of its subsidiariesSubsidiaries, or of a Parent or an employee of the successor company (or Subsidiary of such successor company), at all times during the period beginning with the granting of the Option and ending upon the date of exercise., issuing or assuming the Options in a Transaction described in Section 7.1 of this Agreement 3.3 Subject to the provisions of Section 3.4 below, in the event of termination of the Optionees Optionee's employment with the Company or with any of its subsidiariesSubsidiaries, or a Parent or of its an employment with the successor company (or subsidiary of such successor company), issuing or assuming the Options in a transaction described in section 7.1 of the Agreement, all Options granted to him or her will immediately be expiredexpire. A notice of termination of employment by either the Company or the Optionee shall be deemed to constitute termination of employment. 3.4 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of Optionee's employment with the Company or any Subsidiary or a Parent or a subsidiary company of such company issuing or assuming the Company Options in a transaction described in section 7.1 hereof during an additional period of time beyond the date of such termination, but only with respect to the number of Options already vested and unexercised at the time of such termination termination, according to the vesting periods Vesting Periods and the Expiration Date of the Options, set forth in Section 4 Exhibit B hereto, and provided that either: 3.4.1 such termination is without Cause (as defined below), if: in which event any Options still in force and unexpired may be exercised within a period of 90 (Ininety) days from the date of such termination; or- 3.4.2 such termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of 3 (three) months from the date of such termination; or- 3.4.3 prior to the date of such termination, the Committee shall Board Shall authorize an extension of the terms of all or part of the Options beyond the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable, (ii) termination is without Cause (as defined below), in which event any Options still in force and unexpired may be exercised within a period of 90 (ninety) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options, (iii) termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of 3 (three) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options. The term CAUSE shall mean any action, omission or state of affairs related to the Optionee which the Committee or the Board decides, in its sole discretion, is against the best interests of the Company. 3.5 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up one-half or more, or otherwise rounded down, to the nearest whole number.

Period of Option and Conditions of Exercise. 3.1 The terms of this Option Agreement shall commence on the date hereof (THE DATE OF GRANT) and terminate at the Expiration Date (as defined in Section 6 below), or at the time at which the Option is completely terminated pursuant to the terms of the Option Plan or pursuant to this Option Agreement. 3.2 A. The Options may shall vest and become exercisable in accordance with the following schedule: Shares Vesting Date ------- --------------- 100,000 August 19, 1996 100,000 October 1, 1999 100,000 October 1, 2002 Except as provided hereinafter, once vested, the options shall continue to be exercised by the Optionee in whole exercisable at any time or in part from time to timetime in whole or in part until August 20, as determined by the Board, and to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section 3.4 below, the Optionee is an employee of the Company or any of its subsidiaries, at all times during the period beginning with the granting of the Option and ending upon the date of exercise2006. 3.3 Subject to the provisions of Section 3.4 below, in the event of termination of the Optionees employment with the Company or any of its subsidiaries, all Options granted to him or her will immediately be expired. A notice of termination of employment by either the Company or the Optionee shall be deemed to constitute termination of employment. 3.4 Notwithstanding anything to the contrary hereinabove, an Option may be exercised after the date of termination of B. If Optionee's employment with the Company is terminated for Just Cause or he resigns without Just Grounds prior to the vesting of the options, then any subsidiary non-vested options shall not vest and they shall be immediately forfeited upon such termination or resignation. C. If Optionee terminates his position as an Employee of the Company during an additional period of time beyond without Just Grounds and for any reason other than death or disability or is terminated for Just Cause, any unexercised but vested options shall be canceled three (3) months after the effective date of such terminationOptionee's termination of employment. D. If Optionee dies, but only becomes permanently disabled, resigns on Just Grounds or is terminated other than for Just Cause ("Events"), the shares shall vest and be vested in accordance with respect to the number following schedule: Vesting Date Number of Shares --------------- ---------------- October 1, 1996 50,000 October 1, 1997 50,000 October 1, 1998 50,000 October 1, 1999 50,000 Such Options already must then be exercised within six (6) months after vesting. All Options which have not previously vested at under paragraph A above and which do not vest upon the occurrence of an Event under the above schedule in this paragraph D shall be immediately forfeited upon the occurrence of the Event. Disability and time of such termination according to disability shall be determined by the vesting periods Board. E. Upon a change of control of the OptionsCompany, set forth in Section 4 below, if: (I) prior to the date of such termination, the Committee shall authorize an extension of the terms of all or part of the Options beyond shall immediately vest and become exercisable in full and shall continue to be exercisable at any time or from time to time in whole or in part until August 20, 2006. The terms "Just Cause" and "Just Grounds" as used in this Option Agreement shall have the date of such termination for a period not to exceed the period during which the Options by their terms would otherwise have been exercisable, (ii) termination is without Cause (same meaning as defined below)in Optionee's Employment Agreement with the Company dated August 26, in which event any Options still in force and unexpired may be exercised within a period of 90 (ninety) days from the date of such termination, but only with respect to the number of shares purchasable at the time of such termination, according to the vesting periods of the Options, (iii) termination is the result of death or disability of the Optionee, in which event any Options still in force and unexpired may be exercised within a period of 3 (three) months from the date of termination, but only with respect to the number of Options already vested at the time of such termination according to the vesting periods of the Options1994. The term CAUSE "Change of Control" as used in this Option Agreement shall mean any action, omission or state of affairs related to the Optionee which the Committee or the Board decides, in its sole discretion, is against the best interests of the Company. 3.5 The Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Shares would be deliverable upon exercise, such fraction shall be rounded up one-half or more, or otherwise rounded down, to the nearest whole number.mean: