Common use of Termination of Option Clause in Contracts

Termination of Option. In the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereof.

Termination of Option. In the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the EmployeeIf Optionee’s employment shall have been Continuous Service is terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in i) the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan)) or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the Employee may at any time within Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year 90 days after such termination of employment exercise this option to the extent that the option was exercisable on the date of such termination (but in no event later than the expiration date of the EmployeeOption specified in Section 3 of this Agreement), following which 90-day period this Agreement and Optionee’s employment; and d. if right to exercise the EmployeeOption shall terminate. If Optionee’s employment shall have been Continuous Service is terminated because of death(i) the Disability or death of Optionee or (ii) the Company’s termination of Optionee’s employment without cause, the optionOption shall remain exercisable, with respect to the extent shares of Stock that had vested under the Employee was entitled to exercise it on terms of this Agreement before the date of deathsuch termination, may be exercised within for a period of one year after the Employeedate of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Optionee’s death right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Optionee’s Continuous Service as a result of the Company’s termination of Optionee’s employment without cause. Notwithstanding the foregoing, if the employment of Optionee by the person Company is terminated for cause, this Agreement and Optionee’s right to exercise any portion of the Option, whether or persons to whom not vested, shall terminate at the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws commencement of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after business on the date of expiration such termination. For purposes of this Agreement, “cause” shall mean (x) the option as described in Paragraph 2 hereofbreach of a material obligation of Optionee under any agreement between Optionee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Optionee, or (z) Optionee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. In (a) The Optionee may exercise the event that Option (but only to the Employee ceases to be employed by ▇▇▇▇▇▇ extent the Option was exercisable at the time of termination of the Optionee’s employment with the Corporation, its parent or any Subsidiary or Parent of its subsidiaries) at any time within three (3) months following the termination of the Optionee’s employment with the Corporation, as determined its parent or any of its subsidiaries, but not later than the scheduled expiration date. If the termination of the Optionee’s employment is for cause or is otherwise attributable to a breach by the Optionee of an employment, non-competition, non-disclosure or other material agreement, the Option shall expire immediately upon such termination. If the Optionee is a natural person who dies while in employment with the Corporation, its parent or any of its subsidiaries, this option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 9 of the Plan, at any time prior to exercise within the twelve (12) month period following the date of this option in fulldeath. If the Optionee is a natural person whose employment with the Corporation, its parent or any of its subsidiaries is terminated by reason of his disability, this option shall terminate and Option may no longer be exercised, except as follows: a. if to the Employee’s extent of the number of shares with respect to which the Optionee could have exercised it on the date the employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathwas terminated, the Employee may at any time within a the twelve (12) month period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after following the date of such Normal termination, but not later than the scheduled expiration date. At the expiration of such three (3) or Early Retirement exercise twelve (12) month period or the scheduled expiration date, whichever is the earlier, this option;Option shall terminate and the only rights hereunder shall be those as to which the Option was properly exercised before such termination. c. if (b) Anything contained herein to the Employee’s employment shall have been terminated because of Disability (as defined in the Plan)contrary notwithstanding, the Employee may at Option shall not be affected by any time within a period change of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination duties or position of the Employee’s employment; and d. if Optionee (including a transfer to or from the Employee’s employment shall have been terminated because Corporation, its parent or any of deathits subsidiaries) so long as the Optionee continues in a Business Relationship with the Corporation, the option, to the extent that the Employee was entitled to exercise it on the date its parent or any of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereofits subsidiaries.

Termination of Option. In If the event that the Employee Optionee ceases for any reason to be employed by ▇▇▇▇▇▇ an employee of the Company, or any Subsidiary or Parent Corporation, as determined pursuant to a subsidiary of the PlanCompany, at any time prior to exercise of this option in full, this option shall terminate in accordance with the following provisions: (a) if the Optionee's employment shall have terminated by resignation or other voluntary action (other than retirement), or if such employment shall have been terminated involuntarily for Cause (as defined in the Plan), this option shall terminate and may no longer be exercised; (b) unless otherwise determined by the Option Committee, except as follows: a. if the Employee’s Optionee's employment shall have been terminated for any reason other than Normal for Cause, resignation or Early Retirement other voluntary action before he is eligible to retire, becomes disabled or Disability (as those terms are defined in the Plan) or deathdies, the Employee Optionee may at any time within a period of three months after such termination of employment exercise this option option, to the extent it was exercisable on the date of termination of the Employee’s Optionee's employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years (3) months after such termination of employment, or until the date of such Normal or Early Retirement exercise this optionExpiration Date, if earlier; c. (c) if the Employee’s Optionee's employment shall have been terminated because of Disability (as defined in the Plan), the Employee Optionee may at any time within a period of one year after such termination of employment exercise this option option, to the extent that the option was exercisable on the date of termination of the Employee’s Optionee's employment, at any time within a period of twelve (12) months after such termination of employment or until the Expiration Date, if earlier; provided, that the death of the Optionee during the 12-month period provided in this Section 7(c) shall extend such period for another 12 months from the date of death or until the Expiration Date, if earlier; and d. (d) if the Employee’s Optionee's employment shall have been terminated because of death, the option, to the extent that the Employee Optionee was entitled to exercise it on the date of death, may be exercised within a period of one year twelve (12) months or until the Expiration Date, if earlier, after the Employee’s Optionee's death by the person or persons to whom the Employee’s Optionee's rights under the option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; provided, however, that the exercise of this option may not shall at all times be exercised subject to any extent by anyone after the date provisions of expiration paragraph 2 hereof. The Option Committee's determination of the option as described in Paragraph 2 hereofreason for termination of the Optionee's employment shall be conclusive and binding on the Optionee and his or her representatives or legatees.

Termination of Option. In the event that the Employee Optionee ceases for any reason to be employed by ▇▇▇▇▇▇ an employee of the Company, or any Subsidiary or Parent Corporation, as determined pursuant to a subsidiary of the PlanCompany, at any a time prior to the exercise of this option Option in full, this option Option shall terminate in accordance with the following provisions: (a) if the Optionee’s employment shall have terminated involuntarily for cause, this Option shall terminate and may no longer be exercised, except as follows:; a. (b) if the EmployeeOptionee’s employment shall have been terminated for any reason by resignation or other than Normal voluntary action or Early Retirement or Disability (as those terms are defined in the Plan) or deathif such employment shall have been terminated involuntarily and without cause, the Employee Optionee may at any time within a period of three (3) months after the effective date of such termination of employment exercise this option to the extent it was exercisable vested on the effective date of Optionee’s resignation or termination of the EmployeeOptionee’s employment; b. (c) if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the EmployeeOptionee’s employment shall have been terminated because of Disability (as defined in disability within the Plan)meaning of Section 22(e)(3) of the Code, the Employee Optionee may at any time within a period of one (1) year after such termination of employment exercise this option Option to the extent that the option Option was exercisable on the date of termination of the EmployeeOptionee’s employment; and; d. (d) if the EmployeeOptionee’s employment shall have been terminated because of his death, the optionOption, to the extent that the Employee Optionee was entitled to exercise it on the date of death, may be exercised within a period of one (1) year after the EmployeeOptionee’s death by the person or persons to whom the EmployeeOptionee’s rights under the option Option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; or (e) if the Optionee shall have retired from the Company pursuant to the Company’s retirement policy then in effect, or if there be none, then as determined by the Committee in its sole discretion, the Optionee may at any time within a period of three (3) months after such date of retirement exercise this Option to the extent that the Option was exercisable on the date of retirement; provided, however, that this option Option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereofExpiration Date.

Termination of Option. In Upon the termination of Optionee's status as a directors of Company, whether by disability, death, resignation, removal or otherwise, any option, or part thereof, which is not exercisable as of the date the Optionee's directorship terminates (hereinafter referred to as "Termination Date"), shall also terminate. As to any option, or part thereof, which is exercisable on the Termination Date: (a) in the event that of Optionee's disability (within the Employee ceases meaning of Section 22(e)(3) of the Internal Revenue Code) while a director of the Company, any option, or part thereof, granted to Optionee hereunder, which is exercisable on the Termination Date and not previously exercised or otherwise expired, shall be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may exercisable at any time within one (1) year from the date Optionee's directorship so terminates; (b) in the event of Optionee's death while a period director of three months after such termination of employment exercise this option the Company, any option, or part thereof, granted to the extent it was Optionee hereunder, which is exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment Termination Date and not previously exercised or otherwise expired, shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and be exercisable in full, and the Employee may at any time within a period of three years after six (6) calendar months from the date of such Normal or Early Retirement exercise this optionOptionee's death; c. if the Employee’s employment shall have been terminated because of Disability (as defined c) in the Plan)event Optionee's directorship with Company is terminated as a result of the resignation of Optionee, any option, or part thereof, granted to Optionee hereunder, which is exercisable on the Employee may Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within ninety (90) days from the date employment so terminates; (d) in the event Optionee's directorship with the Company is terminated as a period result of one year after such termination removal by the stockholders of employment exercise this option the Company, whether or not for cause, any option, or part thereof, granted to the extent that the option was Optionee hereunder, which is exercisable on the Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within thirty (30) days from the date of termination of employment so terminates; (e) in the Employee’s employment; and d. if event Optionee's directorship with the Employee’s employment shall have been Company is terminated because of other than by disability, death, the resignation or removal (as provided in Paragraphs 6(a), 6(b), 6(c) or 6(d) above), any option, or part thereof, granted to the extent that the Employee was entitled to exercise it Optionee hereunder, which is exercisable on the date of deathTermination Date and not previously exercised or otherwise expired, may shall be exercised exercisable at any time within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after thirty (30) days from the date of expiration of employment so terminates; Notwithstanding the above provisions, no option as described in Paragraph 2 hereofgranted herein shall be exercisable at any time after ten (10) years have passed from the Effective Date.

Termination of Option. In (a) To the event that extent not previously exercised, the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option Option shall terminate and may no longer be exercisedon the Expiration Date; provided, however, that except as follows: a. if otherwise provided in this Section 6, the Employee’s employment shall have been terminated Option may not be exercised more than sixty (60) days after the Termination of Service of Optionee for any reason (other than Normal or Early Retirement or Disability (for Cause, as those terms are defined in the Plan) , or deathupon Optionee’s death or Disability). Within such sixty (60)-day period, except as may otherwise be specifically provided in this Option Agreement or any other agreement between Optionee and the Employee Company which has been approved by the Board, Optionee may at any time within a period of three months after such termination of employment exercise this option the Option only to the extent it the same was exercisable on the date of such termination and said right to exercise shall terminate at the end of such period. (b) In the event of the EmployeeTermination of Service of Optionee as a result of Optionee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan)Disability, the unexercised portion of this option Option shall become immediately vested and be exercisable in full, and the Employee may at any time within for a period of three years after six (6) months from the date of such Normal or Early Retirement exercise this option; c. if termination, but in no event later than the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option Expiration Date and only to the extent that the option Option was exercisable on the date of termination such termination. (c) In the event of the EmployeeTermination of Service of Optionee as a result of Optionee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may Option shall be exercised within a period of one year after the Employeeexercisable by Optionee’s death estate (or by the person or persons who acquires the right to whom exercise the Employee’s rights under the option shall pass under Paragraph 16 or Option by will or by the laws of descent and distribution) for a period of twelve (12) months from the date of such termination, but in no event later than the Expiration Date and only to the extent that Optionee was entitled to exercise the Option on the date of death. (d) In the event of the Termination of Service of Optionee for Cause (as defined below), unless otherwise determined by the Board, (A) the Option shall expire as of the date of the first occurrence giving rise to such termination or upon the Expiration Date, whichever is earlier; (B) Optionee shall have no rights with respect to any unexercised portion of the Option; and (C) any Option Shares issued in respect of the exercise of the Option on or after the date of the first act and/or event constituting Cause shall have occurred shall be deemed to have been issued in respect of an expired option, and shall thereupon be deemed null and void ab initio, and Optionee shall have no claims to, or rights in, any such Option Shares. “Cause” means with respect to Optionee, the occurrence of any of the following events, as reasonably determined by the Board in each case: (i) Optionee’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Optionee’s commission, or attempted commission, of, or participation in, a fraud or act of dishonesty against the Company or any Affiliate, or any of their respective employees, officers or directors; (iii) Optionee’s intentional, material violation of any contract or agreement between the Optionee and the Company or any Affiliate or of any statutory duty owed to the Company or any Affiliate; (iv) Optionee’s unauthorized use or disclosure of the Company’s or an Affiliate’s material confidential information or trade secrets; (v) Optionee’s gross misconduct in connection with Optionee’s service to the Company or an Affiliate; or (vi) Optionee’s failure to promptly return all documents and other tangible items belonging to the Company or its Affiliates in the Participant’s possession or control, including all complete or partial copies, recordings, abstracts, notes or reproductions of any kind made from or about such documents or information contained therein, upon a Termination of Service for any reason. “Cause” shall not require that a civil judgment or criminal conviction have been entered against, or guilty plea shall have been made by, Optionee regarding any of the matters referred to in clauses (i) through (vi). Accordingly, the Board shall be entitled to determine “Cause” based on the its good faith belief. If the Optionee is criminally charged with a felony or similar offense, that shall be a sufficient, but not a necessary, basis for such a belief. Unless otherwise specifically provided in the Grant Notice, the foregoing definition of “Cause” shall apply for all purposes relating to the Option, notwithstanding any employment or other agreement by and between Optionee and the Company or any Affiliate thereof that defines a termination on account of “Cause” (or a term having similar meaning). Any determination by the Board that an Optionee’s Termination of Service is for Cause may be made following a Termination of Service and shall be communicated by written notice to Optionee within 30 days after a Termination of Service; provided, however, that this option after such 30-day period, the Board may not be exercised to make a determination that a Termination of Service is for “Cause” based upon clear and convincing evidence subsequently received by the Board, that an event or events constituting Cause have occurred on or prior the date of the Termination of Service and, in such event, any extent by anyone Option Shares issued in respect of the exercise of the Option on or after the date that the first act and/or event constituting Cause shall have occurred, shall be deemed to have been issued in respect of expiration of the an expired option as described in Paragraph 2 hereofand shall thereupon be deemed null and void ab initio, and Optionee shall have no claims to, or rights in, any such Option Shares.

Termination of Option. In The Option and all rights granted hereunder to the event that extent such rights shall not have been exercised, shall terminate and become null and void on the Employee Terminal Date. If EMPLOYEE ceases to be employed in the continuous employ of the COMPANY (whether by ▇▇▇▇▇▇ resignation, retirement, dismissal, or any Subsidiary otherwise), EMPLOYEE must exercise the Option within 90 days of termination of employment or Parent Corporationthe Option will lose the benefits of an Incentive Stock Option and if vested will continue to be exercisable until the Terminal Date, but shall be treated for tax purposes as determined pursuant to a non-statutory stock option except that: (a) in the Plan, at any time prior to exercise event of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s termination of such employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathpermanent disability of EMPLOYEE, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in Section 22(e)(3) of the PlanInternal Revenue Code, as amended and as presently in effect (the "Code"), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee EMPLOYEE may at any time within a period of one year after such termination of employment thereafter exercise this option the Option granted hereunder to the extent that the option such Option was exercisable by EMPLOYEE on the date of the termination of the Employee’s such employment; and d. if and (b) in the Employee’s employment shall have been terminated because event of deaththe permanent disability of EMPLOYEE while in the employ of the COMPANY, the optionOption granted hereunder, to the extent that the Employee EMPLOYEE was entitled to exercise it such Option on the date of deathEMPLOYEE's disability, may be exercised within a period of one year after the Employee’s death such termination as a result of disability by EMPLOYEE or the person or persons to whom the Employee’s EMPLOYEE's rights under the option Option granted hereby shall pass under Paragraph 16 or by will or by the applicable laws of descent and distribution; provided. Notwithstanding anything herein to the contrary, however, that this option may not be exercised to any extent by anyone after the Option and all rights herein granted shall in all events terminate and become null and void 5 years from the date of expiration of the option as described in Paragraph 2 hereofthis Agreement.

Termination of Option. The Option shall terminate as described below. (a) Except as provided in subparagraphs (b), (c), (d), (e) and (f) below, the Option, to the extent that it has not previously expired or been exercised, and regardless of any vesting pursuant to Paragraph 3 hereof, shall terminate on the earlier of (i) the date that the Optionee is “discharged for cause,” (ii) the date the Optionee gives notice that the Optionee terminates his or her employment with the Bank for a reason other than retirement or disability or following a change in control of the Bank, or (iii) the date which is ten years from the Date of Grant. The phrase “discharged for cause” shall include termination at the sole discretion of the Bank’s Board of Directors because of the Optionee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease and desist order, or material breach of any provision of any employment agreement that the Optionee may have with the Bank. (b) In the event that the Employee ceases to be employed Optionee’s employment is terminated by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant the Bank prior to the Plandate which is ten years after the Date of Grant under circumstances that do not constitute “discharge for cause,” the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or been exercised, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal termination of employment, but in no event later than ten years after the Date of Grant, with respect to the number of shares for which it was or Early Retirement exercise this option; c. if had become exercisable under its terms at the Employeetime the Optionee’s employment shall have been terminated because of Disability (as defined in the Plan)terminated, the Employee may at any time within a period of one year after such termination of employment exercise this option and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. (c) In the option was exercisable on event the Optionee retires prior to the date which is ten years after the Date of termination of Grant, the Employee’s employment; and d. if the Employee’s employment Optionee shall have been terminated because of death, the optionright to exercise the Option, to the extent that the Employee was entitled to exercise it on the date of deathhas not previously expired or been exercised, may be exercised immediately in full and at any time within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone three months after the date of expiration retirement, but in no event later than ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. For purposes of this Agreement, the term “retirement” shall mean, subject to Board approval in each instance, (i) termination of the option Optionee’s employment under conditions which would constitute retirement under any tax qualified retirement plan maintained by the Bank or (ii) attaining age 65. (d) In the event the Optionee becomes disabled prior to the date which is ten years after the Date of Grant, the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or been exercised, notwithstanding any limitation placed on the exercise of the Option by the Plan or by this Agreement, immediately in full and at any time within 12 months after the last date on which the Optionee provided services as described an officer or an employee of the Bank before being disabled, but in no event later than ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. For purposes of this Agreement, the term “disability” shall be defined in the same manner as such term is defined in Section 22(e)(3) of the Internal Revenue Code. (e) Notwithstanding anything else herein, in the event that an Optionee should die (i) while employed by the Bank or any of its subsidiaries, (ii) within three months after retirement, (iii) within three months after Optionee’s termination following a change in control, or (iv) within 12 months after Optionee’s termination by reason of Optionee’s disability, the Option, to the extent it has not previously expired or been exercised, shall be exercisable, according to its terms, by the personal representative, the executor or administrator of the Optionee’s estate, or any person or persons who acquired the Option by bequest or inheritance from the Optionee, notwithstanding any limitation placed on the exercise of the Option by the Plan or by this Agreement, immediately in full and at any time within 12 months after the date of death of the Optionee, but in no event later than the earlier of the date which is 12 months following the date of the Optionee’s death or the date which is ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect. (f) In the event the Optionee’s employment with the Bank is terminated following a change in control of the Bank, then, subject to the provisions of Paragraph 2 hereof11(b), the Optionee shall have the right to exercise the Option, to the extent that it has not previously expired or been exercised, immediately in full and at any time within three months after the date of termination, but in no event later than ten years after the Date of Grant, and, to the extent not so exercised during that period, it shall terminate and be of no further force or effect.

Termination of Option. In the event that the Employee Participant ceases to be employed by ▇▇▇▇▇▇ or perform Service for any Subsidiary or Parent Corporation, as determined pursuant to member of the Plan, Company Group at any time prior to the exercise of this option Option in full, this option Option shall terminate and may no longer be exercised, except as followsaccording to the following provisions: a. if (a) If the Employee’s employment shall have been terminated for any Participant ceases to perform Service by reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathof resignation, the Employee Participant may at any time within a period of three months thirty (30) days after the date of such termination cessation of employment Service exercise this option the Option to the extent it that the Option was exercisable on the date of termination of the Employee’s employmentsuch cessation; b. if (b) If the Employee’s employment shall have terminated by Participant ceases to perform Service for any reason of Normal other than resignation, death or Early Retirement (as defined in the Plan)Disability, the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee Participant may at any time within a period of three years sixty (60) days after the date of such Normal or Early Retirement cessation of Service exercise this optionthe Option to the extent that the Option was exercisable on the date of such cessation; c. if (c) If the Employee’s employment shall have been terminated Participant ceases to perform Service because of Disability (as defined in the Plan)Disability, the Employee Participant may at any time within a period of one year hundred eighty (180) days after the date of such termination cessation of employment Service exercise this option the Option to the extent that the option Option was exercisable on the date of termination of the Employee’s employmentsuch cessation; and d. if (d) If the Employee’s employment shall have been terminated Participant ceases to perform Service because of death, the optionOption, to the extent that the Employee Participant was entitled to exercise it on the date of death, may be exercised within a period of one year hundred eighty (180) days after the EmployeeParticipant’s death by the person or persons to whom the EmployeeParticipant’s rights under the option Option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; provided, however, that this option Option may not be exercised to any extent by anyone after the date of its expiration. Upon the expiration of such limited exercise period or (if earlier) upon the option date of its expiration, the Option shall terminate and cease to be outstanding with respect to any Vested Shares for which the Option has not been exercised. To the extent the Participant is not vested in one or more Shares at the time of the Participant’s cessation of Service, the Option shall immediately terminate and cease to be outstanding with respect to all Shares. For the purposes of this Agreement, the date of the cessation of Services shall be the date of actual cessation of Services as described in Paragraph 2 hereofdetermined by the Company Group without reference to any period of notice of termination of employment that any member of the Company Group may be required to provide to the Participant at law or pursuant to the terms of any employment agreement between the Participant and any member of the Company Group.

Termination of Option. In Upon the event date that any one of the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in fullevents specified below first occurs, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on and at the times provided. (a) Upon the expiration of ten years from the date of termination of hereof ("the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the PlanExpiration Date"), the unexercised portion of this option shall become immediately vested terminate as to the then unexercised portion. (b) If Grantee dies while employed by the Company, all outstanding and exercisable in full, and Options held by Grantee at the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment his death shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was be exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons entitled to whom the Employee’s rights do so under the option shall pass under Paragraph 16 Grantee's Will, if any, or by will or his legal representative at any time before the laws earlier of descent and distribution; provided, however, that (1) the Expiration Date of this option may not be exercised to any extent by anyone or (2) one year after the date of expiration Grantee's death. Thereafter, this option shall terminate as to the then unexercised portion. (c) If Grantee's employment terminates on account of disability, within the meaning of Section 8.b. of the Employment Agreement, all outstanding and exercisable Options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) one year after the employment termination date. Thereafter, this option shall terminate as described to the then unexercised portion. (d) If Grantee's employment is terminated by the Company without Cause or by the Grantee for Good Reason, within the meaning of Section 8.f. or 8.d. of the Employment Agreement, all outstanding and exercisable Options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) one year after the later of (A) the end of the Severance Benefit Period, within the meaning of Section 8.k. of the Employment Agreement, or (B) the next employment anniversary date for Grantee which would have occurred following the employment termination date (had Grantee's employment not terminated). Thereafter, this option shall terminate as to the then unexercised portion. (e) If Grantee's employment is terminated by the Company without Cause in conjunction with a Change in Control, within the meaning of Section 8.g. of the Employment Agreement, all outstanding and exercisable options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) one year after the end of the Change in Control Benefit Period as defined in Section 8.1. of the Employment Agreement. Thereafter, this option shall terminate as to the then unexercised portion. (f) If Grantee resigns for any reason not specified above, or retires under any retirement plan of the Company, all outstanding and exercisable options held by Grantee at the employment termination date shall be exercisable before the earlier of (1) the Expiration Date of this option or (2) three months after the date Grantee's employment or service terminates. Thereafter, this option shall terminate as to the then unexercised portion. (g) If Grantee's employment is terminated by the Company for Cause, within the meaning of Section 8.e. of the Employment Agreement, all outstanding stock Options held by the Grantee at the time of such termination shall automatically terminate unless the Committee notifies the Grantee in writing that his Options will not terminate. For purposes of this Paragraph 2 hereof3, (i) employment by a subsidiary or parent of the Company shall be deemed employment by the Company, (ii) the Grantee's employment shall not be considered terminated by an authorized leave of absence for a period not exceeding ninety days, or a longer period, if Grantee is entitled by contract or applicable law to continue in the employ of the Company, and (iii) the Committee in its discretion shall determine which Sub-paragraph of Section 8 of the Employment Agreement governs Grantee's termination of employment and the Committee's determination shall be final and binding.

Termination of Option. In (a) If the event Optionee shall cease to be a Director of the Company, then the Option, to the extent that it is exercisable by the Employee Optionee at the time the Optionee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination Director of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in fullCompany, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option only to the extent that the option was Option is exercisable on as of such time, may be exercised by the date of termination Optionee within three (3) years after such time, but in no event beyond ten (10) years after the Grant Date. (b) If the Optionee shall cease to be a Director of the EmployeeCompany as the result of the Optionee’s employment; and d. if disability, as such term is defined in the Employee’s employment shall have been terminated because of deathPlan, then the optionOption, to the extent that it is exercisable by the Employee was entitled Optionee at the time the Optionee ceases to exercise it on be a Director of the date Company, and only to the extent that the Option is exercisable as of deathsuch time, may be exercised by the Optionee within a period of one year three (3) years after such time, but in no event beyond ten (10) years after the EmployeeGrant Date. (c) If the Optionee shall die while a Director of the Company, the Optionee’s death by estate, personal representative, or beneficiary shall have the person or persons right, subject to whom the Employeeprovisions of Paragraph 3, to exercise the Option (to the extent that the Optionee would have been entitled to do so at the time of the Optionee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to death) at any extent by anyone after time within three (3) years from the date of expiration the Optionee’s death, but in no event beyond ten (10) years after the Grant Date. (d) Notwithstanding anything in this Paragraph 5 to the contrary, if, in the 12-month period following a Change of Control, Optionee shall cease to be a Director of the option Company, the Option shall become immediately exercisable in full, whether or not the dates set forth in Exhibit A have passed, and may be exercised by the Optionee within three (3) years after such termination of service, but in no event beyond ten (10) years after the Grant Date. For the avoidance of doubt, if following a Change of Control, Optionee’s service shall terminate as described in Paragraph 2 hereof.a result of the Optionee’s death or disability, the provisions of (b) and (c) above shall apply, respectively. For purposes of this Agreement, “Change of Control” will have the meaning set forth on Exhibit B.

Termination of Option. In the event that the Employee Participant ceases to be employed by ▇▇▇▇▇▇ or perform Service for any Subsidiary or Parent Corporation, as determined pursuant to the Plan, member of SiGe Group at any time prior to the exercise of this option Option in full, this option Option shall terminate and may no longer be exercised, except as followsaccording to the following provisions: a. if (a) If the Employee’s employment shall have been terminated for any Participant ceases to perform Service by reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathof resignation, the Employee Participant may at any time within a period of three months thirty (30) days after the date of such termination cessation of employment Service exercise this option the Option to the extent it that the Option was exercisable on the date of termination of the Employee’s employmentsuch cessation; b. if (b) If the Employee’s employment shall have terminated by Participant ceases to perform Service for any reason of Normal other than resignation, death or Early Retirement (as defined in the Plan)Disability, the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee Participant may at any time within a period of three years sixty (60) days after the date of such Normal or Early Retirement cessation of Service exercise this optionthe Option to the extent that the Option was exercisable on the date of such cessation; c. if (c) If the Employee’s employment shall have been terminated Participant ceases to perform Service because of Disability (as defined in the Plan)Disability, the Employee Participant may at any time within a period of one year hundred eighty (180) days after the date of such termination cessation of employment Service exercise this option the Option to the extent that the option Option was exercisable on the date of termination of the Employee’s employmentsuch cessation; and d. if (d) If the Employee’s employment shall have been terminated Participant ceases to perform Service because of death, the optionOption, to the extent that the Employee Participant was entitled to exercise it on the date of death, may be exercised within a period of one year hundred eighty (180) days after the EmployeeParticipant’s death by the person or persons to whom the EmployeeParticipant’s rights under the option Option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; provided, however, that this option Option may not be exercised to any extent by anyone after the date of its expiration. Upon the expiration of such limited exercise period or (if earlier) upon the option date of its expiration, the Option shall terminate and cease to be outstanding with respect to any Vested Shares for which the Option has not been exercised. To the extent the Participant is not vested in one or more Shares at the time of the Participant’s cessation of Service, the Option shall immediately terminate and cease to be outstanding with respect to all Shares. For the purposes of this Agreement, the date of the cessation of Services shall be the date of actual cessation of Services as described in Paragraph 2 hereofdetermined by SiGe Group without reference to any period of notice of termination of employment that any member of SiGe Group may be required to provide to the Participant at law or pursuant to the terms of any employment agreement between the Participant and any member of SiGe Group.

Termination of Option. In The option hereby granted shall terminate and be of no force or effect upon the event that happening of the Employee ceases first to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to occur of the Plan, at any following events: (a) The expiration of the time prior to allowed for exercise of this option as specified in fullSection 2 of this Agreement. (b) Subject to the provisions of Section 2, this option shall terminate the expiration of ninety days after the date of the termination (whether voluntary or involuntary) of the Optionee's employment with the Corporation and may no longer be exercisedall Subsidiaries (other than as a result of his death or permanent disability while in the Corporation's employment or his retirement). During such ninety-day period, except as follows: a. if the Employee’s employment Optionee shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment right to exercise this option only with respect to the extent it was exercisable any or all shares which were available for purchase by him on the date of such termination of employment. In the Employee’s employment; b. event of Optionee's death or permanent disability after termination of employment and during such ninety-day period, such deceased Optionee's estate, personal representative or beneficiary or such disabled Optionee's duly authorized legal guardian or representative (if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Planany), as the unexercised portion of case may be, may exercise this option shall become immediately vested within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability and exercisable in fullwhich had not been purchased by him prior to his death or permanent disability. (c) Subject to the provisions of Section 2, and the Employee may at any time within a period expiration of three years 36 calendar months after the date of the Optionee's retirement (commencing with the first full calendar month after such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within date) immediately following a period of one year after continuous employment by the Corporation. During such termination of employment period, the Optionee shall have the right to exercise this option with respect to the extent that the option was exercisable any or all shares which were available for purchase by him on the date of termination such retirement (taking into account the accelerated vesting provisions in Section 2 applicable upon retirement and the forfeiture provisions of Section 5). In the Employee’s employment; and d. event of Optionee's death or permanent disability after retirement and during such period, such deceased Optionee's estate, personal representative or beneficiary, or such disabled Optionee's duly authorized legal guardian or representative (if any), as the Employee’s employment shall have been terminated because of deathcase may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the option, to the extent that the Employee was entitled to exercise it Optionee on the date of deathhis death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (d) Subject to the provisions of Section 2, may be exercised within a period the expiration of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone 36 calendar months after the date of permanent disability of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such disabled Optionee or the Optionee's legal guardian or representative, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability (taking into account the accelerated vesting provisions in Section 2 applicable upon death or disability and the forfeiture provisions of Section 5). In the event of Optionee's death while permanently disabled under this Agreement and during such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death and which had not been purchased by him prior to his death. (e) Subject to the provisions of Section 2, the expiration of 12 calendar months after the date of death of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option as described with respect to any or all shares which were available for purchase by the Optionee on the date of his death (taking into account the accelerated vesting provisions in Paragraph Section 2 hereofapplicable upon death or disability and the forfeiture provisions of Section 5).

Termination of Option. In 6.1. No option shall be exercisable after the event that Termination Date subject to this Paragraph 6. 6.2. If the Employee Optionee ceases to be employed engaged by ▇▇▇▇▇▇ or the Company as a result of his disability within the meaning of any Subsidiary or Parent Corporationapplicable laws, then any Options that are exercisable by him at the time he ceases to be engaged by the Company, and only to the extent such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months after the date of cessation of engagement to the extent exercisable at the time of cessation of engaged; 6.3. If the Optionee ceases to be engaged by the Company as a result of his dismissal for cause, as determined pursuant to by the Plan, at any time prior to exercise Board of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if Directors or the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement Committee (as defined in the Plan) in their sole discretion ("dismissal for cause"), the unexercised portion Options not exercised as of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal cessation of employment shall expire and terminate immediately, whether or Early Retirement exercise this optionnot all or any portion is then exercisable; c. if 6.4. If the Employee’s employment shall have been terminated because Optionee ceases to be engaged by the Company as a result of Disability (as defined in his dismissal without cause or his retirement with the Plan)consent of the Company or his resignation for no cause, then any Options that are exercisable by him at the Employee may at any time within a period of one year after such termination of employment exercise this option he ceases to be engaged by the Company, and only to the extent such Options are exercisable as of such time, may be exercised by him until 90 days following his cessation of employment; 6.5. If the Optionee shall die while engaged by the Company, any Options that are exercisable by him at the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of deathtime he dies, the option, and only to the extent that the Employee was entitled to exercise it on the such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months from date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s Optionee's rights under the option shall Option pass under Paragraph 16 or by will or the by applicable laws of descent and distribution; provided; 6.6. Any portion of an Option, howeverwhich is unexercised under the terms of this Section 6 on the Termination Date or earlier as set forth above shall expire immediately. For purposes of this Section 6 the term "cessation of engagement," in relation to exercisable options, that this option may not shall be exercised to any extent by anyone after defined as the date of expiration day on which the Optionee's consulting relationship with the Company as a member of the option as described in Paragraph 2 hereofCompany's medical advisory board (the "Advisory Group") ends.

Termination of Option. In the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the If Employee’s employment shall have been Continuous Service is terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in i) the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan)) or death of Employee or (ii) the Company’s termination of Employee’s employment without cause, the Employee may at any time within Option shall remain exercisable, with respect to the shares of Stock that had vested under the terms of this Agreement before the date of such termination, for a period of one year 90 days after such termination of employment exercise this option to the extent that the option was exercisable on the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which 90‑day period this Agreement and Employee’s right to exercise the Option shall terminate. If Employee’s Continuous Service is terminated because of (i) the Disability or death of Employee or (ii) the Company’s termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of deathwithout cause, the optionOption shall remain exercisable, with respect to the extent shares of Stock that had vested under the Employee was entitled to exercise it on terms of this Agreement before the date of deathsuch termination, may be exercised within for a period of one year after the date of such termination (but in no event later than the expiration date of the Option specified in Section 3 of this Agreement), following which one-year period this Agreement and Employee’s death right to exercise the Option shall terminate; provided that the Option shall not be treated as an “incentive stock option” within the meaning of the Code if the Option is exercised more than 90 days following the termination of Employee’s Continuous Service as a result of the Company’s termination of Employee’s employment without cause. Notwithstanding the foregoing, if the employment of Employee by the person or persons to whom the Company is terminated for cause, this Agreement and Employee’s rights under right to exercise any portion of the option Option, whether or not vested, shall pass under Paragraph 16 or by will or terminate at the laws commencement of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after business on the date of expiration such termination. For purposes of this Agreement, “cause” shall mean (x) the option as described in Paragraph 2 hereofbreach of a material obligation of Employee under any agreement between Employee and the Company, (y) gross negligence or willful or intentional wrongdoing or misconduct on the part of Employee, or (z) Employee’s conviction of a felony offense or a crime involving moral turpitude.

Termination of Option. In no event may the Options be exercised after they terminate as set forth in this Section 2. (a) Subject to Section 2(e) below, in the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated with the Company terminates for any reason other than Normal Cause, Disability or Early Retirement or Disability death, then, only to the extent they are vested at the time of such termination, the Options may thereafter be exercised by the Employee until and including the earlier to occur of (as those terms and to the extent they are defined not so exercised shall terminate upon): (i) the date that is 90 days after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; (b) Subject to Section 2(e) below, in the Plan) event the Employee’s employment with the Company terminates by reason of Disability or death, then, only to the extent they are vested at the time of such Disability or death, the Options may thereafter be exercised by the Employee may at any time within a or the Employee’s Legal Representative until and including the earlier to occur of (and to the extent they are not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; (c) Subject to Section 2(e) below, in the event the Employee dies during the period of three months after such set forth in Section 2.2(a) above following the termination of employment exercise this option for a reason other than Cause, then, only to the extent it was they are exercisable at the time of Employee’s death, the Options may thereafter be exercised by the Employee’s Legal Representative until and including the earlier to occur of (and to the extent they are not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; and (d) In the event the Employee’s employment is terminated by the Company for Cause, or the Employee breaches a covenant set forth in the Employee’s Confidentiality and Non-Compete Agreement with the Company or in any other agreement between the Employee and the Company (each being referred to as an “Employee Agreement”) at any time, then the Options shall terminate automatically upon such termination or breach. (e) Notwithstanding Sections 2(a) – (c) to the contrary, if (1) Employee is terminated without Cause (as defined herein) or terminates for Good Reason (as defined herein); (2) upon Employee’s death; or (3) upon Employee’s Disability, as defined in the Plan (any such termination (w) without Cause, (x) with Good Reason, (y) at death, or (z) at Disability, hereinafter referred to as a “Qualifying Termination”), on or after the second anniversary of the date of Employee’s hire, then Options which were vested on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and Qualifying Termination will continue to be exercisable in full, and the Employee may at any time within a period of three years after from the date of such Normal termination: (i) for two years if Employee has been employed by the Company for two years; (ii) for three years if Employee has been employed by the Company for three years; or Early Retirement exercise this option; c. (iii) for four years if the Employee’s employment shall have Employee has been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death employed by the person or persons to whom Company for at least four years (the Employee’s rights under two, three and four year exercise periods collectively and individually defined as the option shall pass under Paragraph 16 or by will or the laws of descent and distribution“Extended Exercise Period”); provided, however, the last day of the Extended Exercise Period will be no later than the date that this option may not be exercised to any extent by anyone is the earlier of the date that (I) the Option’s original term would have expired or (II) is ten years after the date the Option was granted. If a Qualifying Termination occurs after the date of expiration the consummation of an IPO, Options that are vested on the date of the option as described Qualifying Termination will be subject to Section 5 below, which concerns Initial Public Offering Lock-up. For purposes of this Agreement, “Cause,” shall mean an act, action, or series of acts or actions, or omission or series of omissions, by Employee which constitute or result in: (i) intentional misrepresentation of material information by Employee in Paragraph 2 hereofEmployee’s relations with the Company; (ii) Employee’s indictment (or its equivalent) for the commission of a crime by Employee that constitutes a felony; (iii) commission of an act involving moral turpitude; (iv) the material breach or material default by Employee of any of Employee’s written agreements with the Company or obligations under any material provision of Employee’s employment agreement with the Company or any written policy of the Company (that remains unremedied within 30 days after notice to Employee); (v) the commission of fraud or embezzlement on the part of Employee; (vi) failure to comply with any lawful written direction of the Board (that, if capable of cure without damage to the Company, remains unremedied within 30 days after notice to Employee); or (vii) willful action taken for the purpose of harming the Company or any of its affiliates. For purposes of clause (vii) of this definition of Cause, no act or failure to act, on the part of Employee, shall be considered “willful” unless it is done or omitted to be done, by Employee in bad faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company. An act, or failure to act, based upon authority given by the Company shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interest of the Company.

Termination of Option. In Except as otherwise provided herein, the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option Option shall terminate and may no longer shall not be exercised, except as follows: a. if exercisable following Optionee's termination of employment. If Optionee's employment with the Employee’s employment shall have been terminated for Company or any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathsubsidiary terminates, the Employee may at any time within a period of Option shall continue to be exercisable, to the extent it is exercisable on the date such employment is terminated, for three months after such termination, but in no event after the original termination date of the Option. However, if Optionee's employment exercise this option terminates because of Optionee's death or "permanent and total disability" as determined under the Plan, the Option shall continue to be exercisable, to the extent it was is exercisable on the date such employment terminated, for 12 months after such termination, but in no event after the original termination date of the Option. If Optionee's employment terminates because of Optionee's death, disability, or other termination of employment with the Employee’s Company or any subsidiary, and if such event occurs after Optionee attains age 62 and would be eligible for an immediate payment of an unreduced retirement allowance under the Employees' Retirement Plan of Bank of Hawaii (whether or not Optionee is actually eligible under the Retirement Plan), then the Option may be exercised during the five-year period after the death, disability, or other termination of employment; b. , but in no event after the original termination date of the Option. Further, if Optionee dies during the Employee’s five-year period after Optionee's disability or other termination of employment shall have terminated by reason as described in the preceding sentence, the Option may be exercised, during the one-year period after death or the remaining portion of Normal the applicable five-year period, whichever is longer, but in no event after the original termination date of the Option. If Optionee's employment with the Company or Early Retirement any of its subsidiaries terminates for "Cause" (as defined described in Section 2.7 of the Plan), the unexercised portion Option shall immediately terminate at such time. Finally, notwithstanding any other provision in this Section 3.b that would otherwise result in a later termination of this option shall become immediately vested and exercisable in fullthe Option under the preceding two paragraphs, and if Optionee's employment with the Employee may at Company or any time within a period of three years its subsidiaries terminates (for any reason (including, but not limited to, death, disability, or retirement after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan)age 62) prior to July 1, 2006, the Employee may at any time within a period of one year after such termination of employment exercise this option Option shall continue to be exercisable, to the extent that the option was it is exercisable on the date of such employment is terminated, for two business days after such termination, but in no event after the original termination date of the Employee’s employment; and d. if Option. The Option shall terminate at the Employee’s end of such two business day period. For purposes of this Section 3.b, Optionee's employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to treated as terminated in the case of continued employment with the Company or any extent by anyone after of its subsidiaries, or a transfer of employment within or between the date Company and its subsidiaries, or in the case of expiration sick leave or other approved leaves of the option as described in Paragraph 2 hereofabsences.

Termination of Option. In the event that the Employee Optionee ceases for any reason to be employed by ▇▇▇▇▇▇ an officer or any Subsidiary employee of the Company, or Parent Corporation, as determined pursuant to a subsidiary of the PlanCompany, at any a time prior to the exercise of this option Option in full, this option Option shall terminate in accordance with the following provisions: (a) if the Optionee’s employment shall have terminated by resignation or other voluntary action, or if such employment shall have been terminated for cause, this Option shall terminate and may no longer be exercised, except as follows:; a. (b) if the EmployeeOptionee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or deathinvoluntarily and without cause, the Employee Optionee may at any time within a period of three months sixty (60) days after such termination of employment exercise this option Option to the extent it was exercisable on the date of termination of the EmployeeOptionee’s employment; b. (c) if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the EmployeeOptionee’s employment shall have been terminated because of Disability (as defined disability within the meaning specified in the Plan), the Employee Optionee may at any time within a period of one year hundred eighty (180) days after such termination of employment exercise this option Option to the extent that the option Option was exercisable on the date of termination of the EmployeeOptionee’s employment; andor d. (d) if the EmployeeOptionee’s employment shall have been terminated because of his death, the optionOption, to the extent that the Employee Optionee was entitled to exercise it on the date of death, may be exercised within a period of one year hundred eighty (180) days after the EmployeeOptionee’s death by the person or persons to whom the EmployeeOptionee’s rights under the option Option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; provided, however, that this option Option may not be exercised to any extent by anyone after the date Expiration Date. For purposes of expiration this Agreement, “cause” shall mean conviction of a crime involving moral turpitude, or any other act or omission by the Optionee which, in the reasonable, good faith opinion of the option as described in Paragraph 2 hereofCompany, constitutes conduct which is detrimental to the best interests of the Company or a subsidiary of the Company.

Termination of Option. In Upon the termination of Employee's employment with Employer, whether by disability, death, retirement or otherwise, any option, or part thereof, which is not exercisable as of the date the Employee's employment so terminates (hereinafter referred to as "Termination Date"), shall also terminate. As to any option, or part thereof, which is exercisable on the Termination Date: (a) in the event that of Employee's disability (within the Employee ceases to be meaning of Section 22(e)(3) of the Internal Revenue Code) while employed by ▇▇▇▇▇▇ Employer, any option, or any Subsidiary or Parent Corporationpart thereof, as determined pursuant granted to Employee under the Plan, at any time prior to exercise of this option in fullwhich is exercisable on the Termination Date and not previously exercised or otherwise expired, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may exercisable at any time within a period one (1) year from the date Employee's employment so terminates; (b) in the event of three months after such termination of employment exercise this option Employee's death while employed by Employer, any option, or part thereof, granted to Employee under the extent it was Plan, which is exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment Termination Date and not previously exercised or otherwise expired, shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and be exercisable in full, and the Employee may at any time within a period of three years after six (6) calendar months from the date of such Normal or Early Retirement exercise this optionEmployee's death; c. if the Employee’s employment shall have been terminated because of Disability (as defined c) in the event Employee's employment with Employer is terminated as a result of the retirement of Employee, any option, or part thereof, granted to Employee under the Plan), which is exercisable on the Employee may Termination Date and not previously exercised or otherwise expired, shall be exercisable at any time within a period of one year after such termination of ninety (90) days from the date employment exercise this option so terminates; (d) in the event Employee's employment with Employer is terminated by Employer, whether or not for Cause, any option, or part thereof, granted to Employee under the extent that the option was Plan, which is exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment Termination Date and not previously exercised or otherwise expired, shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on be exercisable at any time within thirty (30) days from the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereof.employment so terminates;

Termination of Option. In the event that the Employee ceases to be employed The option and all rights granted by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporationthis Option Agreement, as determined pursuant to the Planextent those rights have not been exercised, at any time prior to exercise will terminate and become null and void on the sooner of: (a) Such date as is ten (10) years from the date of this option in full, this option shall terminate and may no longer be exercised, except Option Agreement; (b) The Option Termination Date as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the PlanSection 1.4 hereof; (c) or death, the Employee may at any time within a period of The date which is three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination Optionee ceases to continually serve as a Director, Officer or Employee of the Employee’s employment; b. Company, if the Employee’s employment shall have terminated such cessation is by reason of Normal disability, retirement, or Early Retirement (dismissal other than for cause, as defined in Section 9.4 of the 2008 Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined provided that in the Plan)event of Optionee's cessation of directorship, the Employee office or employment under such terms, Optionee may at any time within a period of one year after exercise such termination of employment exercise this option only to the extent that the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee Optionee was entitled to exercise it on the date of deathOptionee's cessation of directorship, may be exercised within office or employment; (d) The date Optionee ceases to continually serve as a period Director, Officer or Employee of the Company if such cessation is by voluntary termination or dismissal for cause as defined in Sections 9.3 and 9.4 of the 2008 Plan; (e) The date which is one year after following the Employee’s death of Optionee if Optionee dies while serving as a Director, Officer or Employee of the Company or within the three-month period following the termination of such directorship, office or employment if such termination was by disability, retirement, or dismissal other than for cause. In the event of Optionee's death under such terms, the person or persons to whom the Employee’s Optionee's rights under the option shall pass under Paragraph 16 or pass, whether by will or by the applicable laws of descent and distribution; provided, however, may exercise such option pursuant to Section 8.7 of the 2008 Plan only to the extent that this option may not be exercised Optionee was entitled to any extent by anyone after exercise it on the date of expiration Optionee's death; or (f) Subject to payment being made by the Company under Section 1.9, the date of a change of control of the option Company. A “change in control” of the Company shall have the same meaning that such phrase has under Section 10.2 of the 2008 Plan. For purposes of the foregoing provisions, serving as described a Director, Officer or Employee of a subsidiary corporation or parent corporation of the Company, as defined in Paragraph 2 hereofthe 2008 Plan, shall be deemed to be serving as a Director, Officer or Employee of the Company.

Termination of Option. In (a) The unexercised portion of the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option Option shall automatically terminate and may shall become null and void and be of no longer be exercised, except as followsfurther force or effect upon the first to occur of the following: a. if (i) The expiration of the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability Option Term. (as those terms are defined in the Planii) or death, the Employee may at any time within a period The expiration of three months after such termination of employment exercise this option to from the extent it was exercisable date that the Optionee retires from the Corporation and its Subsidiaries provided that the Optionee on the date of termination of employment has attained the Employee’s employment; b. age of 62 with 10 years of continuous employment with the Corporation or its Subsidiaries; provided, however, that if the Employee’s employment Optionee shall have terminated by reason die during such three month period, the expiration of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option the Option shall be determined in accordance with subparagraph (v) below. The exercisability of the Option shall be accelerated and the Option shall become immediately vested and exercisable in full, and without regard to the Employee may at any time within a period number of three years after shares for which it could otherwise have been exercised on the date of such Normal or Early Retirement exercise this option;the Optionee retires. c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period iii) The expiration of one year after such from the date that the Optionee terminates employment with the Corporation and its Subsidiaries as a result of the Optionee's permanent and total disability (provided that the Optionee is eligible for benefits under the Corporation's disability plan or successor plan upon termination of employment exercise this option employment); provided, however, that if the Optionee shall die during such one year period, the expiration of the unexercised portion of the Option shall be determined in accordance with subparagraph (v) below. The exercisability of the Option shall be accelerated and the Option shall become immediately exercisable without regard to the extent that the option was exercisable number of shares for which it could otherwise have been exercised on the date of termination of employment. (iv) The date that the Employee’s Optionee terminates employment with the Corporation and its Subsidiaries if such termination is for reasons other than retirement, (at age 62 or older with 10 years of continuous employment with the Corporation or its Subsidiaries), permanent and total disability (provided that the Optionee is eligible for benefits under the Corporation's disability plan or successor plan upon termination of employment; and d. if ) or death and further provided that the Employee’s employment shall Option is exercisable only for the number of shares for which it could have been exercised at the time the Optionee terminated because of death, employment with the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent Corporation and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of its Subsidiaries. (v) The expiration of the option Option Term in the event the Optionee dies while employed by the Corporation or a Subsidiary or during the three month period following retirement (at age -3- (b) Anything contained herein to the contrary notwithstanding, the Option shall not be affected by any change of duties or position of the Optionee (including a transfer to or from the Corporation or one of its Subsidiaries), so long as described in Paragraph 2 hereofthe Optionee continues to be an officer or employee of the Corporation or any of its Subsidiaries.

Termination of Option. In the event that the Employee Optionee ceases for any reason to be employed by ▇▇▇▇▇▇ an employee of the Company, or any Subsidiary or Parent Corporation, as determined pursuant to a subsidiary of the PlanCompany, at any a time prior to the exercise of this option Option in full, this option Option shall terminate in accordance with the following provisions: (a) if the Optionee’s employment shall have terminated involuntarily for cause, this Option shall terminate and may no longer be exercised, except as follows:; a. (b) if the EmployeeOptionee’s employment shall have been terminated for any reason by resignation or other than Normal voluntary action or Early Retirement or Disability (as those terms are defined in the Plan) or deathif such employment shall have been terminated involuntarily and without cause, the Employee Optionee may at any time within a period of three (3) months after the effective date of such termination of employment exercise this option to the extent it was exercisable vested on the effective date of Optionee’s resignation or termination of the EmployeeOptionee’s employment; b. (c) if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the EmployeeOptionee’s employment shall have been terminated because of Disability (as defined in disability within the Plan)meaning of Section 22(e)(3) of the Code, the Employee Optionee may at any time within a period of one (1) year after such termination of employment exercise this option Option to the extent that the option Option was exercisable on the date of termination of the EmployeeOptionee’s employment; and; d. (d) if the EmployeeOptionee’s employment shall have been terminated because of his death, the optionOption, to the extent that the Employee Optionee was entitled to exercise it on the date of death, may be exercised within a period of one (1) year after the EmployeeOptionee’s death by the person or persons to whom the EmployeeOptionee’s rights under the option Option shall pass under Paragraph 16 or by will or by the laws of descent and distribution; or (e) if the Optionee shall have retired from the Company pursuant to the Company’s retirement policy then in effect, or if there be none, then as determined by the Committee in its sole discretion, the Optionee may at any time within a period of one (1) year after such date of retirement exercise this Option to the extent that the Option was exercisable on the date of retirement; provided, however, that this option Option may not be exercised to any extent by anyone after the date of expiration of the option as described in Paragraph 2 hereofExpiration Date.

Termination of Option. In no event may the Options be exercised after they terminate as set forth in this Section 2. (a) Subject to Section 2(e) below, in the event that the Employee ceases to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated with the Company terminates for any reason other than Normal Cause, Disability or Early Retirement or Disability death, then, only to the extent they are vested at the time of such termination, the Options may thereafter be exercised by the Employee until and including the earlier to occur of (as those terms and to the extent they are defined not so exercised shall terminate upon): (i) the date that is 90 days after the effective date of the Employee’s termination of employment, and (ii the Expiration Date; (b) Subject to Section 2(e) below, in the Plan) event the Employee’s employment with the Company terminates by reason of Disability or death, then, only to the extent they are vested at the time of such Disability or death, the Options may thereafter be exercised by the Employee may at any time within a or the Employee’s Legal Representative until and including the earlier to occur of (and to the extent they are not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; (c) Subject to Section 2(e) below, in the event the Employee dies during the period of three months after such set forth in Section 2.2(a) above following the termination of employment exercise this option for a reason other than Cause, then, only to the extent it was they are exercisable at the time of Employee’s death, the Options may thereafter be exercised by the Employee’s Legal Representative until and including the earlier to occur of (and to the extent they are not so exercised shall terminate upon): (i) the date that is one year after the effective date of the Employee’s termination of employment, and (ii) the Expiration Date; and (d) In the event the Employee’s employment is terminated by the Company for Cause, or the Employee breaches a covenant set forth in the Employee’s Confidentiality and Non-Compete Agreement with the Company or in any other agreement between the Employee and the Company (each being referred to as an “Employee Agreement”) at any time, then the Options shall terminate automatically upon such termination or breach. (e) Notwithstanding Sections 2(a) – (c) to the contrary, if (1) Employee is terminated without Cause (as defined herein) or terminates for Good Reason (as defined herein); (2) upon Employee’s death; or (3) upon Employee’s Disability, as defined in the Plan (any such termination (w) without Cause, (x) with Good Reason, (y) at death, or (z) at Disability, hereinafter referred to as a “Qualifying Termination”), on or after the second anniversary of the date of Employee’s hire, then Options which were vested on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and Qualifying Termination will continue to be exercisable in full, and the Employee may at any time within a period of three years after from the date of such Normal termination: (i) for .two years if Employee has been employed by the Company for two years; (ii) for three years if Employee has been employed by the Company for three years; or Early Retirement exercise this option; c. (iii) for four years if the Employee’s employment shall have Employee has been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of death, the option, to the extent that the Employee was entitled to exercise it on the date of death, may be exercised within a period of one year after the Employee’s death employed by the person or persons to whom Company for at least four years (the Employee’s rights under two, three and four year exercise periods collectively and individually defined as the option shall pass under Paragraph 16 or by will or the laws of descent and distribution“Extended Exercise Period”); provided, however, the last day of the Extended Exercise Period will be no later than the date that this option may not be exercised to any extent by anyone is the earlier of the date that (I) the Option’s original term would have expired or (II) is ten years after the date the Option was granted. If a Qualifying Termination occurs after the date of expiration the consummation of an IPO, Options that are vested on the date of the option as described Qualifying Termination will be subject to Section 5 below, which concerns Initial Public Offering Lock-up. For purposes of this Agreement, “Cause,” shall mean an act, action, or series of acts or actions, or omission or series of omissions, by Employee which constitute or result in: (i) intentional misrepresentation of material information by Employee in Paragraph 2 hereofEmployee’s relations with the Company; (ii) Employee’s indictment (or its equivalent) for the commission of a crime by Employee that constitutes a felony; (iii) commission of an act involving moral turpitude; (iv) the material breach or material default by Employee of any of Employee’s written agreements with the Company or obligations under any material provision of Employee’s employment agreement with the Company or any written policy of the Company (that remains unremedied within 30 days after notice to Employee); (v) the commission of fraud or embezzlement on the part of Employee; (vi) failure to comply with any lawful written direction of the Board (that, if capable of cure without damage to the Company, remains unremedied within 30 days after notice to Employee); or (vii) willful action taken for the purpose of harming the Company or any of its affiliates. For purposes of clause (vii) of this definition of Cause, no act or failure to act, on the part of Employee, shall be considered “willful” unless it is done or omitted to be done, by Employee in bad faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company. An act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the best interest of the Company.

Termination of Option. In 7.1. No option shall be exercisable after the event that Termination Date subject to this Paragraph 7. 7.2. If the Employee Optionee ceases to be employed by ▇▇▇▇▇▇ or the Company as a result of his disability within the meaning of any Subsidiary or Parent Corporationapplicable laws, then any Options that are exercisable by him at the time he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months after the date of cessation of employment to the extent exercisable at the time of cessation of employment; 7.3. If the Optionee ceases to be employed by the Company as a result of his dismissal for cause, as determined pursuant to by the Plan, at any time prior to exercise Board of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if Directors or the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement Committee (as defined in the Plan) in their sole discretion ("dismissal for cause"), the unexercised portion Options not exercised as of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal cessation of employment shall expire and terminate immediately, whether or Early Retirement exercise this optionnot all or any portion is then exercisable; c. if 7.4. If the Employee’s employment shall have been terminated because Optionee ceases to be employed by the Company as a result of Disability (as defined in his dismissal without cause or his retirement with the Plan)consent of the Company or his resignation for no cause, then any Options that are exercisable by him at the Employee may at any time within a period of one year after such termination of employment exercise this option he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, may be exercised by him until 90 days following his cessation of employment; 7.5. If the Optionee shall die while employed by the Company, any Options that are exercisable by him at the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of deathtime he dies, the option, and only to the extent that the Employee was entitled to exercise it on the such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months from date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s Optionee's rights under the option shall Option pass under Paragraph 16 or by will or the by applicable laws of descent and distribution; provided; 7.6. Any portion of an Option, howeverwhich is unexercised under the terms of this Section ?7 on the Termination Date or earlier as set forth above shall expire immediately. For purposes of this Section 7 the term "cessation of employment," in relation to exercisable options, that this option may not shall be exercised to any extent by anyone after defined as the date of expiration of day on which the option as described in Paragraph 2 hereofemployee-employer relationship ends.

Termination of Option. In (a) The term of the event that Option (the Employee "Option Term") shall be for a period of ten (10) years from the Vesting Date, subject to earlier termination as hereinafter provided. To the extent not exercised prior to the expiration of the Option Term, the Option shall automatically terminate and be canceled upon the expiration of the Option Term. Except to the extent provided in paragraphs (b) and (c) below, upon the cessation of the Optionee's service as Chairman of the Board for any reason, the Option, whether or not exercisable to any extent and to the extent not previously exercised, shall automatically terminate and be canceled. (b) If after the Vesting Date the Optionee ceases to be employed Chairman of the Board due to his death or Disability, the Option may thereafter be immediately exercised by ▇▇▇▇▇▇ the legal representative of the estate or any Subsidiary the legatee of the Optionee under the will of the Optionee or Parent Corporationthe Optionee, as determined pursuant to the Plancase may be, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Plan), the unexercised portion of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within a period of one year after such termination of employment exercise this option to the extent that the option was exercisable on from the date of termination such cessation until the expiration of the Employee’s employment; and d. if Option Term, whichever period is shorter. If after the Employee’s employment shall have been terminated because Vesting Date the Optionee ceases to be Chairman of deaththe Board due to a termination without Cause, the option, to Option may thereafter be immediately exercised by the extent that the Employee was entitled to exercise it on Optionee from the date of death, may be exercised within a period of one year after such cessation until the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration of the option Option Term. (c) If after the Vesting Date there is a Change of Control and the Optionee is then serving as described in Paragraph 2 hereofthe Chairman of the Board, the Option may be immediately exercised by the Optionee from and after the Change of Control Vesting Date until a date following the Change of Control Vesting Date specified by the Board (the "Change of Control Vesting Expiration Date").

Termination of Option. In (a) This Option shall terminate on the event that Expiration Date and must be exercised, if at all, on or before the Employee Expiration Date. This Option shall be subject to earlier termination if the Optionee ceases to be employed considered a consultant of the Company. The Optionee shall be considered to be a consultant of the Exhibit 10.3 Company if engaged by ▇▇▇▇▇▇ the Company or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement Affiliate (as defined in the Plan)) to render services and is compensated for such services, including as an advisor. The payment of a director's fee by the unexercised portion Company shall not render a director a consultant hereunder. The Administrator (as defined in the Plan) shall have discretion to determine whether the Optionee has ceased to be a consultant of this option shall become immediately vested and exercisable in full, the Company or any Affiliate of the Company and the Employee may at effective date on which such consulting relationship terminated (the "Termination Date"). (b) If the Optionee ceases to be a consultant to the Company or any time within a period Affiliate of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Company for any reason, except death, Disability (as defined in the Plan), or termination of the Employee Consultant for "cause" (as defined in the Plan), this Option, to the extent (and only to the extent) that it would have been exercisable by the Optionee on the Termination Date, may at be exercised by the Optionee within three months after the Termination Date, but in any time event no later than the Expiration Date. Notwithstanding the foregoing, in the event of the Optionee's death or Disability within a period three months after the termination of consultancy, the Optionee or the Optionee's Survivors may exercise this Option within one year after the date of the Optionee's termination but in any event no later than the Expiration Date. (c) If the Optionee's consultancy with the Company or any Affiliate of the Company is terminated because of the death or Disability of the Optionee, this Option may be exercised by the Optionee (or the Optionee's Survivor) within one year after the Termination Date, but in any event no later than the Expiration Date. In such termination of employment exercise event this option Option shall be exercisable: (i) to the extent that the option was this Option has become exercisable on but has not been exercised as of the date of termination of the Employee’s employmentdeath or Disability; and d. if (ii) in the Employee’s employment shall have been terminated because of death, the optionevent rights to exercise this Option accrue periodically over time, to the extent that the Employee was entitled to exercise it on of a pro rata portion through the date of death, may death or Disability of any additional vesting rights that would have accrued on the next vesting date had the Optionee not died or become Disabled. The proration shall be exercised within a based upon the number of days accrued in the current vesting period of one year after the Employee’s death by the person or persons prior to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration death or Disability. (d) If the Optionee's consultancy with the Company or any Affiliate of the option Company is terminated for "cause" (as described defined in Paragraph 2 hereofthe Plan) the right to exercise all or any portion of this Option shall terminate immediately as of the time the Optionee is notified his or her consultancy is terminated for cause. Notwithstanding anything herein to the contrary, if subsequent to an Optionee's termination but prior to the exercise of this Option, the Board of Directors of the Company determines that, either prior or subsequent to the Optionee's termination, the Optionee engaged in conduct which would constitute "cause" then the Optionee shall immediately cease to have any right to exercise this Option and this Option shall thereupon terminate. (e) Nothing in the Plan or this Option shall confer on the Optionee any right to continue as a consultant with the Company or any Affiliate or limit in any way the right of the Company or any Affiliate to terminate the Optionee's consulting relationship at any time, with or without cause.

Termination of Option. In 6.1. No option shall be exercisable after the event that Termination Date subject to this Paragraph 6. 6.2. If the Employee Optionee ceases to be employed by ▇▇▇▇▇▇ or the Company as a result of his disability within the meaning of any Subsidiary or Parent Corporationapplicable laws, then any Options that are exercisable by him at the time he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months after the date of cessation of employment to the extent exercisable at the time of cessation of employment; 6.3. If the Optionee ceases to be employed by the Company as a result of his dismissal for cause, as determined pursuant to by the Plan, at any time prior to exercise Board of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if Directors or the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement Committee (as defined in the Plan) in their sole discretion ("dismissal for cause"), the unexercised portion Options not exercised as of this option shall become immediately vested and exercisable in full, and the Employee may at any time within a period of three years after the date of such Normal cessation of employment shall expire and terminate immediately, whether or Early Retirement exercise this optionnot all or any portion is then exercisable; c. if 6.4. If the Employee’s employment shall have been terminated because Optionee ceases to be employed by the Company as a result of Disability (as defined in his dismissal without cause or his retirement with the Plan)consent of the Company or his resignation for no cause, then any Options that are exercisable by him at the Employee may at any time within a period of one year after such termination of employment exercise this option he ceases to be employed by the Company, and only to the extent such Options are exercisable as of such time, may be exercised by him until 90 days following his cessation of employment; 6.5. If the Optionee shall die while employed by the Company, any Options that are exercisable by him at the option was exercisable on the date of termination of the Employee’s employment; and d. if the Employee’s employment shall have been terminated because of deathtime he dies, the option, and only to the extent that the Employee was entitled to exercise it on the such Options are exercisable as of such time, remain exercisable for a period not extending beyond 12 months from date of death, may be exercised within a period of one year after the Employee’s death by the person or persons to whom the Employee’s Optionee's rights under the option shall Option pass under Paragraph 16 or by will or the by applicable laws of descent and distribution; provided; 6.6. Any portion of an Option, howeverwhich is unexercised under the terms of this Section 6 on the Termination Date or earlier as set forth above shall expire immediately. For purposes of this Section 6 the term "cessation of employment," in relation to exercisable options, that this option may not shall be exercised to any extent by anyone after defined as the date of expiration of day on which the option as described in Paragraph 2 hereofemployee-employer relationship ends.

Termination of Option. In (a) This Option shall terminate on the event that Expiration Date and must be exercised, if at all, on or before the Expiration Date. This Option shall be subject to earlier termination if the Employee ceases to be employed by ▇▇▇▇▇▇ the Company. The Employee shall be considered to be employed by the Company if such person is employed by the Company or any Subsidiary or Parent Corporation, as determined pursuant to the Plan, at any time prior to exercise of this option in full, this option shall terminate and may no longer be exercised, except as follows: a. if the Employee’s employment shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment exercise this option to the extent it was exercisable on the date of termination of the Employee’s employment; b. if the Employee’s employment shall have terminated by reason of Normal or Early Retirement Affiliate (as defined in the Plan), ) of the unexercised portion Company. The payment of this option a director's fee by the Company shall become immediately vested and exercisable not be sufficient to constitute employment by the Company. The Administrator (as defined in full, the Plan) shall have discretion to determine whether the Employee has ceased to be employed by the Company or any Affiliate of the Company and the effective date on which such employment terminated (the "Termination Date"). (b) If the Employee may at ceases to be employed by the Company or any time within a period Affiliate of three years after the date of such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Company for any reason, except death, Disability (as defined in the Plan), or termination of the Employee for "cause" (as defined in the Plan), this Option, to the extent (and only to the extent) that it would have been exercisable by the Employee on the Termination Date, may at be exercised by the Employee within three months after the Termination Date, but in any time event no later than the Expiration Date. Notwithstanding the foregoing, in the event of the Employee's death or Disability within a period three months after the termination of employment, the Employee or the Employee's Survivors may exercise this Option within one year after the date of the Employee's termination but in any event no later than the Expiration Date. (c) If the Employee's employment with the Company or any Affiliate of the Company is terminated because of the death or Disability of the Employee, this Option may be exercised by the Employee (or the Employee's Survivor) within one year after the Termination Date, but in any event no later than the Expiration Date. In such termination of employment exercise event this option Option shall be exercisable: (i) to the extent that the option was this Option has become exercisable on but has not been exercised as of the date of termination of the Employee’s employmentdeath or Disability; and d. if (ii) in the Employee’s employment shall have been terminated because of death, the optionevent rights to exercise this Option accrue periodically over time, to the extent that the Employee was entitled to exercise it on of a pro rata portion through the date of death, may death or Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not died or become Disabled. The proration shall be exercised within a based upon the number of days accrued in the current vesting period of one year after the Employee’s death by the person or persons prior to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone after the date of expiration death or Disability. (d) If the Employee's employment with the Company or any Affiliate of the Company is terminated for "cause" (as defined in the Plan) the right to exercise all or any portion of this Option shall terminate immediately as of the time the Employee is notified his or her employment is terminated for cause. Notwithstanding anything herein to the contrary, if subsequent to an Employee's termination but prior to the exercise of this Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employee's termination, the Employee engaged in conduct which would constitute "cause" then the Employee shall immediately cease to have any right to exercise this Option and this Option shall thereupon terminate. (e) Nothing in the Plan or this Option shall confer on the Employee any right to continue in the employ of the Company or any Affiliate of the Company or limit in any way the right of the Company or any Affiliate of the Company to terminate the Employee's employment at any time, with or without cause. The Employee acknowledges: (i) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option as described price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (iv) that the Employee's participation in Paragraph 2 hereofthe Plan is voluntary; (v) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Employee's employment contract, if any; and (vi) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

Termination of Option. In The option hereby granted shall terminate and be of no force or effect upon the event that happening of the Employee ceases first to be employed by ▇▇▇▇▇▇ or any Subsidiary or Parent Corporation, as determined pursuant to occur of the Plan, at any following events: (a) The expiration of the time prior to allowed for exercise of this option as specified in fullSection 2 of this Agreement. (b) Subject to the provisions of Section 2, this option shall terminate the expiration of ninety days after the date of the termination (whether voluntary or involuntary) of the Optionee's employment with the Corporation and may no longer be exercisedall Subsidiaries (other than as a result of his death or permanent disability while in the Corporation's employment or his retirement). During such ninety-day period, except as follows: a. if the Employee’s employment Optionee shall have been terminated for any reason other than Normal or Early Retirement or Disability (as those terms are defined in the Plan) or death, the Employee may at any time within a period of three months after such termination of employment right to exercise this option only with respect to the extent it was exercisable any or all shares which were available for purchase by him on the date of such termination of employment. In the Employee’s employment; b. event of Optionee's death or permanent disability after termination of employment and during such ninety-day period, such deceased Optionee's estate, personal representative or beneficiary or such disabled Optionee's duly authorized legal guardian or representative (if the Employee’s employment shall have terminated by reason of Normal or Early Retirement (as defined in the Planany), as the unexercised portion of case may be, may exercise this option shall become immediately vested within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability and exercisable in fullwhich had not been purchased by him prior to his death or permanent disability. (c) Subject to the provisions of Section 2, and the Employee may at any time within a period expiration of three years 36 calendar months after the date of the Optionee's retirement (commencing with the first full calendar month after such Normal or Early Retirement exercise this option; c. if the Employee’s employment shall have been terminated because of Disability (as defined in the Plan), the Employee may at any time within date) immediately following a period of one year after continuous employment by the Corporation. During such termination of employment period, the Optionee shall have the right to exercise this option with respect to the extent that the option was exercisable any or all shares which were available for purchase by him on the date of termination such retirement (taking into account the accelerated vesting provisions in Section 2 applicable upon retirement and the forfeiture provisions of Section 5). In the Employee’s employment; and d. event of Optionee's death or permanent disability after retirement and during such period, such deceased Optionee's estate, personal representative or beneficiary, or such disabled Optionee's duly authorized legal guardian or representative (if any), as the Employee’s employment shall have been terminated because of deathcase may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the option, to the extent that the Employee was entitled to exercise it Optionee on the date of deathhis death or permanent disability and which had not been purchased by him prior to his death or permanent disability. (d) Subject to the provisions of Section 2, may be exercised within a period the expiration of one year after the Employee’s death by the person or persons to whom the Employee’s rights under the option shall pass under Paragraph 16 or by will or the laws of descent and distribution; provided, however, that this option may not be exercised to any extent by anyone 36 calendar months after the date of permanent disability of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such disabled Optionee or the Optionee's legal guardian or representative, as the case may be, may exercise this option with respect to any or all shares which were available for purchase by the Optionee on the date of his death or permanent disability (taking into account the accelerated vesting provisions in Section 2 applicable upon death or disability and the forfeiture provisions of Section 5). In the event of Optionee's death while permanently disabled under this Agreement and during such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option within such period with respect to any or all shares which were available for purchase by the Optionee on the date of his death and which had not been purchased by him prior to his death. (e) Subject to the provisions of Section 2, the expiration of 12 calendar months after the date of death of the Optionee during a period of continuous employment by the Corporation (commencing with the first full calendar month after such date). During such period, such deceased Optionee's estate, personal representative or beneficiary, as the case may be, may exercise this option as described with respect to any or all shares which were available for purchase by the Optionee on the date of his death (taking into account the accelerated vesting provisions in Paragraph Section 2 hereof.applicable upon death or disability and the forfeiture provisions of Section 5). Except in the case of disability, Optionee's date of termination