Common use of Termination of Service Clause in Contracts

Termination of Service. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

Termination of Service. In Except as otherwise extended by the event Board, upon the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the service of the Optionee, the Optionee’s Option Holder's employment shall expire on the earliest of the following occasions: (i) the date that is three months after the voluntary termination of the Optionee’s service or the termination of the Optionee’s service by the Company (or by an Subsidiary) other than for Cause; (ii) the date of the termination of the Optionee’s service by the Company (or by an Subsidiary) for Cause; (iii) the date one year after the termination of the Optionee’s service by reason of Disability; or (iv) the date one year after the termination of the Optionee’s service by reason of the Optionee’s death. The Optionee may exercise all or any part of the Optionee’s Option at any time before the expiration of such Option under this Section 4, the Option, but only to the extent then exercisable, may be exercised for 90 days following termination that such Option had become exercisable before the Optionee’s service terminated (or became exercisable as a result of employment the termination) and the underlying Shares had vested before the Optionee’s service terminated (but not beyond or vested as a result of the Option Periodtermination). To the extent the Option is not exercisable at the time The balance of termination of employment, the such Option shall be immediately forfeited. For purposes of this Option, lapse when the Optionee’s service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Companyterminates. In the event of a that the Optionee dies during the Optionee’s service, or after the termination of the Option Holder's employment for Cause, Optionee’s service but before the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee expiration of the Company due Optionee’s Option, all or part of such Option may be exercised (prior to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Option Holder directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Option had become exercisable before the Optionee’s service terminated (or his Beneficiary or estate in the event of his death) for the remainder became exercisable as a result of the Option Period. For purposes hereof, "Cause" means termination) and the underlying Shares had vested before the Optionee’s service terminated (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance vested as a result of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheldtermination). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

Termination of Service. In (a) Except as otherwise specified in Schedule A to this Agreement, in the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by Optionee’s service to the Company or any of its Subsidiaries, other than a termination that is either (i) for CauseCause (as defined in that certain Employment Agreement by and between the Optionee and the Company dated as of February 29, 2016, or (ii) voluntary on the part of the Optionee and without written consent of the Company, the Option, Optionee may exercise this Option at any time within three (3) months after such termination to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable number of shares which were purchasable hereunder at the time date of termination of employmentsuch termination. (b) Except as specified in Schedule A attached hereto, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In in the event of a termination of the Option Holder's employment Optionee’s service that is either (i) for CauseCause or (ii) voluntary on the part of the Optionee and without the written consent of the Company, this Option, to the Option extent not previously exercised, shall terminate immediately cease to be exercisable and shall not thereafter be immediately forfeited. In or become exercisable. (c) Unless and to the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disabilityextent otherwise provided in Schedule A hereto, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder retirement of the Option Period. For purposes hereofOptionee at or after the normal retirement date (age 65 unless the Administrator determines otherwise), "Cause" means (a) theft or embezzlement by the Option Holder with respect Optionee shall continue to have the right to exercise any Options for shares which were purchasable at the date of the Optionee’s retirement, such rights to be subject to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes provisions of this Agreement. Notwithstanding the foregoing, the Option will become void and unexercisable on the date which is three (3) months after the date of retirement, unless on (or effective as of) the date of retirement the Optionee enters into a noncompete agreement with the Company, which the Company must offer to the Optionee, and continuously complies with such noncompete agreement for the period of time during which the Option may be exercised.

Termination of Service. In Except as otherwise determined by the event Board, upon the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the service of the Optionee to the Company (or to an affiliate), this Option Holder's employment shall expire on the earliest of the following occasions: (i) the date that is ninety (90) days after the termination of the Optionee’s service other than for Cause (as defined below) or by reason of death or disability; (ii) the date of the termination of the Optionee’s service by the Company for Cause, ; (iii) the date one (1) year after the termination of the Optionee’s service by reason of Disability; (iv) the date one (1) year after the termination of the Optionee’s service by reason of the Optionee’s death; or (v) the specified expiration date of the Option, as set forth on the Signature Page of this Agreement. The Optionee may exercise all or any part of this Option at any time before the expiration of this Option under this Section 6, but only to the extent then exercisablethat this Option had become exercisable before the Optionee’s service terminated and the underlying Shares had vested before the Optionee’s service terminated. The balance of this Option shall lapse when the Optionee’s service terminates. In the event that the Optionee dies during the Optionee’s service, may be exercised for 90 days following or after the termination of employment (the Optionee’s service but not beyond before the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes expiration of this Option, service with any all or part of this Option may be exercised (prior to expiration) by the executors or administrators of the Company's wholly owned subsidiaries shall be considered to be service with Optionee’s estate or by any person who has acquired such Option directly from the Company. In the event of a termination of the Option Holder's employment for CauseOptionee by beneficiary designation, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death bequest or Permanent Disabilityinheritance, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect but only to the Company or its subsidiaries; (b) malfeasance or gross negligence in extent that this Option had become exercisable before the performance of Optionee’s service terminated and the Option Holder's duties; (c) underlying Shares had vested before the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this AgreementOptionee’s service terminated.

Termination of Service. In (a) Except as provided in subsection (b) below, if Participant’s employment with the event Company or Subsidiary is terminated for any reason prior to the occurrence of any otherwise applicable vesting date provided in Paragraph 1, the Participant shall forfeit his interest in the Option Holder ceases to be an employee of the Company for any reasonextent that it has not yet become vested and exercisable, except due but shall have the right to his death or Permanent Disability or due to a termination exercise the vested portion of the Option Holder's until the expiration of the Option term or, if sooner, through the appropriate period specified below: (i) If Participant’s employment by is terminated for any reason other than Cause (as defined below), death, Disability (as defined below), normal retirement (as defined below), or early retirement (as defined below), the Company for Cause, Participant shall retain the right to exercise the Option, to the extent then exercisableexercisable on the date of such termination, may be exercised for 90 days following termination three months after the effective date of employment (but not beyond such termination, and thereupon the Option Periodshall expire. (ii) If Participant’s employment is terminated due to death or Disability (as defined below). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Optionimmediately, service with any as of the Company's wholly owned subsidiaries date of termination, become fully (100%) vested and exercisable. The Participant shall be considered retain the right to be service with exercise the Company. In Option for one year after the event effective date of a such termination of service (the Option Holder's employment for Cause“Exercise Period”), and the Option shall immediately cease to be exercisable and shall be immediately forfeited. In automatically exercised in a cashless method as described in Paragraph 2 on the event the Option Holder ceases to be an Employee last day of the Company due Exercise Period if it has not been exercised prior to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable such date by the Option Holder (or Participant or, as applicable, his Beneficiary or estate in the event of his death) for the remainder of the Option Periodbeneficiaries. For purposes hereof, "Cause" means (a) theft or embezzlement by “Disability” shall mean the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance inability of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failureParticipant, neglect or refusal by the Option Holder after reasonable accommodation, to perform his Participant’s required duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period equal to or in excess of six (6) months the waiting period under the Company’s long-term disability insurance policy, as determined in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected good faith by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this AgreementBoard.

Termination of Service. In If the event the Option Holder ceases to be an employee of the Company Optionee’s Service terminates for any reason, except due then this option shall expire on the earliest of the following occasions: (i) The expiration date determined pursuant to his death or Permanent Disability or due to a Subsection (a) above; (ii) The date ninety (90) days after the date of termination of the Option Holder's employment Optionee’s Service for any reason other than Cause; provided, however, that if the exercisability of the Options is limited by a restriction imposed by law upon the Company or any Subsidiary or Affiliate of the Company (as opposed to any restriction imposed by law upon the participant) during such period, the ninety (90)-day in this clause (B) shall not begin until such restriction has lapsed; and (iii) The date of termination of the Optionee’s Service if such termination is for Cause. For this purpose, if the Optionee is party to an employment agreement between the Optionee and the Company (or, if applicable, the OptionSubsidiary or Affiliate employing the Optionee), termination without Cause shall include termination of the Optionee’s Service (a) on expiration of the scheduled employment term in the employment agreement (if the employment agreement contains a scheduled term) and (b) for “Good Reason” as defined in the employment agreement (if the employment agreement contains a definition of Good Reason). Unless the Notice shall otherwise provide, the Optionee (or in the case of the Optionee’s death or Disability, the Optionee’s representative) may exercise all or a part of this option at any time before the expiration date described in the preceding sentence only to the extent then exercisablethat this option has become exercisable for vested Shares on or before the date the Optionee’s Service terminates. Unless the Notice shall otherwise provide, may be exercised for 90 days following termination the balance of employment this option (but not beyond the Option Period). To the extent the Option which is not exercisable at and vested on the time of termination of employment, date the Option Optionee’s Service terminates) shall be immediately forfeited. For purposes of this Option, service with any of lapse when the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this AgreementOptionee’s Service terminates.

Termination of Service. In Notwithstanding the event the Option Holder ceases to be an employee provisions of the Company for any reasonPlan to the Contrary: (a) If during the term of Holder's employment agreement with the Corporation dated January 10, except due 2002 (the "Employment Term"), the Holder shall cease to his death or Permanent Disability or due perform Service to the Corporation as a result of termination of the Option Holder's employment by the Company Corporation "For Cause" (as hereafter defined) or termination or resignation by Holder without "Good Reason" (as hereafter defined), then, notwithstanding any provisions otherwise contained in the Plan or this Option Agreement, any Options then exercisable on the date of such termination or resignation, shall only be exercisable for Causea period of ninety (90) days thereafter; and if not exercised within that period, the Option, to the extent then exercisable, may such Options shall lapse and be exercised for 90 days following termination of employment (but not beyond the Option Period)no further force and effect. To the extent the Option is All remaining Options not exercisable at the time of Holder's termination or resignation as covered by this subparagraph (a), shall lapse and be of no further force and effect. (b) If during the Employment Term, the Holder shall cease to perform Service to the Corporation as a result of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment by the Corporation other than For Cause or by Holder for CauseGood Reason, then, notwithstanding any provisions otherwise contained in the Plan or in this Option Agreement, any Options then exercisable on the date of such termination shall immediately cease to be exercisable and shall be immediately forfeited. In until the event later of: (i) the Option Holder ceases to be an Employee scheduled termination of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) then effective employment agreement with the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failureCorporation, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (fii) one year from the Option Holder's use date of illegal drugs without such termination. All remaining Options not exercisable at the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties time of his assigned job for a period such termination shall lapse and be of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company no further force and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementeffect.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by If the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance Optionee has a Termination of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (Service, other than by reason of disability due to physical death or mental illness) or failureDisability, neglect or refusal the Option as then exercisable may be exercised by the Optionee during the 30-day period following the Termination of Service, or if earlier, the expiration of the term of the Option Holder as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such 30-day period, the successor of the Optionee may exercise the Option until the earlier of (x) 12 months from the date of the Termination of Service of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to perform his duties such Termination of Service shall be cancelled. (b) In the event the Optionee has a Termination of Service on account of death or Disability, the Option as then exercisable may be exercised by the Optionee or the successor of the Optionee, as applicable, until the earlier of (i) 12 months from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Paragraph 5 below. (c) Except as otherwise provided by the Administrator, no Option (or portion thereof) which had not become exercisable at or before the time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon Termination of Service. (d) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Administrator (or if no Administrator is appointed, the Board), and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; termination of such successor service shall be treated as the applicable termination. (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement, a “Termination of Service” shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Optionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator).

Termination of Service. In Any provision of Section 2 hereof to the event the Option Holder contrary notwithstanding: (a) If Optionee ceases to be employed by the Company or an employee Affiliate "for cause" (as defined in Section 6.4(a) of the Plan), then that portion, if any, of this Incentive Option that remains unexercised, including that portion, if any, that pursuant to this Agreement is not yet exercisable, shall automatically terminate and be of no further force or effect as of the date Optionee ceases to be employed; (b) If Optionee shall die during the Option Period while in the employ of the Company for any reasonor an Affiliate, except due to his death or Permanent Disability or due to a termination of the this Incentive Option Holder's employment by the Company for Cause, the Optionmay be exercised, to the extent then exercisablethat Optionee was entitled to exercise it at the date of Optionee's death, may be exercised for 90 days following termination of employment within one year after such death (but not beyond if otherwise within the Option Period). To , but not thereafter, by the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any executor or administrator of the Company's wholly owned subsidiaries estate of Optionee or by the person or persons who shall be considered to be service with the Company. In the event of a termination of the have acquired this Incentive Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder directly from Optionee by bequest or inheritance; (c) If Optionee ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable employed by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than an Affiliate by reason of disability due (as defined in Section 22(e)(3) of the Code), this Incentive Option may be exercised, to physical or mental illness) or failurethe extent that Optionee was entitled to exercise it at the date of his termination, neglect or refusal by within one year after such termination (if otherwise within the Option Holder Period), but not thereafter by Optionee (or Optionee's legal representative, if Optionee is legally incompetent); and (d) If Optionee ceases to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected employed by the Company or an Affiliate for any reason (other than the circumstances specified in paragraphs (a), (b) and approved by (c) of this Section 3) within the Option Holder Period, this Incentive Option may be exercised, to the extent Optionee was able to do so at the date of termination of the directorship, within three (which approval shall 3) months after such termination (if otherwise within the Option Period), but not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementthereafter.

Termination of Service. In Optionee must exercise the event the Option Holder ceases option prior to be an employee his termination of the Company for any reasonservice, except due to his death or Permanent Disability or due to a termination that if the service of the Option Holder's employment by the Company for Cause, the OptionOptionee terminates without Cause (as hereinafter defined) Optionee may exercise this option, to the extent then exercisable, may be exercised for 90 days following that he was entitled to exercise it at the date of such termination of employment service, at any time within three (3) months after such termination, but not beyond after five (5) years from the Option Period)Date of Grant. To For this purpose, “Cause” shall mean Optionee’s fraud or willful misconduct as determined by the Committee. Optionee terminates service on account of disability he may exercise such option to the extent the Option is not exercisable he was entitled to exercise it at the date of such termination at any time within one (1) year of the termination of employment, his service but not after ten (10) years from the Option Date of Grant. For this purpose Optionee shall be immediately forfeited. For purposes deemed to be disabled if he is permanently and totally disabled within the meaning of this Option, service with any Section 422(c)(6) of the Company's wholly owned subsidiaries Internal Revenue Code of 1986, as amended (“Code”), which, as of the date hereof, shall mean that he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Optionee shall be considered disabled only if he furnishes such proof of disability as the Committee may require. Notwithstanding anything herein to be the contrary, in the event Optionee’s termination of service (i) on or after attainment of age fifty-five (55) with at least ten (10) years of service with the Company. In , or (ii) on or after attainment of age sixty-five (65) with at least five (5) years of service with the event of a termination of the Option Holder's employment for CauseCompany, the Option shares to which this option relates shall immediately cease remain exercisable until the earlier of (i) three (3) years from the Optionee’s termination date, or (ii) ten (10) years from the Date of Grant. The option hereby granted shall not be affected by any change of service so long as Optionee continues to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect a service provider to the Company or its subsidiaries; (b) malfeasance or gross negligence a subsidiary thereof. Nothing herein shall confer on Optionee the right to continue in the performance service of the Option Holder's duties; (c) the commission by the Option Holder of any felony Company or any crime involving moral turpitude; (d) willful subsidiary or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months interfere in any twelve (12) month period because way with the right of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of or any such physician shall be final and conclusive for all purposes of this Agreementsubsidiary thereof to terminate his service at any time.

Termination of Service. In (i) Notwithstanding anything set forth herein to the event contrary, if the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment Participant’s Service is terminated by the Company for Cause or by the Participant without Good Reason (other than as a result of the Participant’s death or Permanent Disability), in each case, within the two (2) year period following the Date of Grant, then (i) the Option (including any Vested Portion) shall be canceled and forfeited on the date of such termination of Service and (ii) the Company shall have the right to repurchase, pursuant to Article VI of the Stockholders Agreement, any Shares acquired upon exercise of this Option at the lower of the Fair Market Value of such Shares and the per Share Option Price paid by the Participant for such Shares. (ii) Notwithstanding anything set forth herein to the contrary, if the Participant’s Service is terminated by the Company without Cause, by the Option, Participant for Good Reason or due to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his Participant’s death or Permanent Disability, in each case, within the two (2) year period following the Date of Grant, then (A) an aggregate of forty percent (40%) of the Time Award (i.e., taking into account any portion of the Time Award that had previously vested) shall immediately become vested as of the date of such termination of Service and the remaining portion of the Time Award shall be canceled and forfeited and (B) any Vested Portion of the Performance Award shall remain exercisable for the period set forth in Section 4(a) and the remaining portion of the Performance Award shall be canceled and forfeited as of the date of such termination of Service. (iii) Except as otherwise provided in Sections 3(e)(i) or 3(e)(ii), if the Participant’s Service is terminated for any reason, the Option shall, to the extent not then vested, be cancelled by the Company without consideration and the Vested Portion of the Option shall become immediately remain exercisable for the period set forth in full Section 4(a), and shall continue to thereafter be exercisable by the Option Holder (or his Beneficiary or estate deemed terminated and forfeited without consideration in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementrespects.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company (a) due to his death or Permanent Disability (as defined in the Employment Agreement, among the Option Holder, the Company and Arch Reinsurance Ltd., dated as of October 23, 2001 (the "Employment Agreement")), or (b) due to termination (x) by the Company not for Cause (as defined in the Employment Agreement) or (y) by the Option Holder for Good Reason (as defined in the Employment Agreement), the Option, to the extent not already vested and exercisable in full, shall become immediately vested and (i) in the case of termination due to death or Permanent Disability, shall become immediately exercisable in full, and (ii) in the case of termination by the Company not for Cause or by the Option Holder for Good Reason, shall continue to become exercisable on the schedule set forth in paragraph (f) above; and, once exercisable, the Option shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for a period of three years following such termination of employment (but not beyond the Option Period). In the event the Option Holder ceases to be an employee of the Company for any other reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for CauseCause (as defined in the Employment Agreement), the Option, to the extent then vested and exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In To the event extent the Option Holder ceases to be an Employee is not vested at the time of the Company due to his death or Permanent Disabilitytermination of employment, the Option shall become be immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Periodforfeited. For purposes hereofof this Option, "Cause" means service with any of the Company's Subsidiaries (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence as defined in the performance of the Option Holder's duties; (cPlan) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by considered to be service with the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this AgreementCompany.

Termination of Service. In Notwithstanding the event the Option Holder ceases to be an employee provisions of the Company for any reasonPlan to the Contrary: (a) If during the term of Holder's employment agreement with the Corporation dated January 10, except due 2002 (the "Employment Term"), the Holder shall cease to his death or Permanent Disability or due perform Service to the Corporation as a result of termination of the Option Holder's employment by the Company Corporat"For Cause" (as hereafter defined) or termination or resignation by Holder without "Good Reason" (as hereafter defined), then, notwithstanding any provisions otherwise contained in the Plan or this Option Agreement, any Options then exercisable on the date of such termination or resignation, shall only be exercisable for Causea period of ninety (90) days thereafter; and if not exercised within that period, the Option, to the extent then exercisable, may such Options shall lapse and be exercised for 90 days following termination of employment (but not beyond the Option Period)no further force and effect. To the extent the Option is All remaining Options not exercisable at the time of Holder's termination or resignation as covered by this subparagraph (a), shall lapse and be of no further force and effect. (b) If during the Employment Term, the Holder shall cease to perform Service to the Corporation as a result of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment by the Corporation other than For Cause or by Holder for CauseGood Reason, then, notwithstanding any provisions otherwise contained in the Plan or in this Option Agreement, any Options then exercisable on the date of such termination shall immediately cease to be exercisable and shall be immediately forfeited. In until the event later of: (i) the Option Holder ceases to be an Employee scheduled termination of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) then effective employment agreement with the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failureCorporation, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (fii) one year from the Option Holder's use date of illegal drugs without such termination. All remaining Options not exercisable at the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties time of his assigned job for a period such termination shall lapse and be of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company no further force and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementeffect.

Termination of Service. In 5 (i) Except as otherwise provided in Section 4(d)(ii), upon the event the Option Holder ceases to be an employee Participant’s Termination of the Company Service for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment reason other than by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination Unvested Portion of the Option Holder's employment Award (determined following application of Section 4(a)(ii), if applicable) shall be cancelled and forfeited without consideration therefor, and the Vested Portion of the Option Award shall remain outstanding, subject to the terms of this Agreement and the Plan. (ii) Upon the Participant’s Termination of Service by the Company without Cause or resignation with Good Reason, or due to the Participant’s death or Disability, a pro-rata portion of the Options scheduled to vest on the next Annual Vesting Date shall vest (with such pro-ration determined based on the number of full months elapsed since the Grant Date, in the first year of vesting, or the Annual Vesting Date, in subsequent years of vesting, immediately preceding the date of Termination of Service, divided by twelve (12)), subject to the execution and non-revocation of a Release by the Participant and, together with any other vested Options, shall remain outstanding and subject to the terms of this Option Agreement and the Plan. (iii) Upon the Participant’s Termination of Service by the Company without Cause or resignation with Good Reason, or due to the Participant’s death or Disability, any portion of the Options which have not vested as of the date of the Participant’s Termination of Service (determined following application of Section 4(a)(ii)) shall be cancelled and forfeited without consideration therefor. (iv) Notwithstanding anything herein to the contrary, in the event that the Participant’s service is terminated by the Company for CauseCause or the Participant’s Restrictive Covenant Breach, the Vested Portion of the Option Award also shall immediately cease to be exercisable expire and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full cancelled and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities forfeited without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementconsideration therefor.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by If the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance Optionee has a Termination of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (Service, other than by reason of disability due to physical death or mental illness) or failureDisability, neglect or refusal the Option as then exercisable may be exercised by the Optionee during the 45-day period following the Termination of Service, or if earlier, the expiration of the term of the Option Holder as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such 45-day period, the successor of the Optionee may exercise the Option until the earlier of (x) 12 months from the date of the Termination of Service of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to perform his duties such Termination of Service shall be cancelled. (b) In the event the Optionee has a Termination of Service on account of death or Disability, the Option as then exercisable may be exercised by the Optionee or the successor of the Optionee, as applicable, until the earlier of (i) 12 months from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Paragraph 5 below. (c) Except as otherwise provided by the Administrator, no Option (or portion thereof) which had not become exercisable at or before the time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon Termination of Service. (d) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Administrator (or if no Administrator is appointed, the Board), and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; termination of such successor service shall be treated as the applicable termination. (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement, a “Termination of Service” shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Optionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator).

Termination of Service. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by If the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance Optionee has a Termination of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (Service, other than by reason of disability due to physical death or mental illness) or failureDisability, neglect or refusal the Option as then exercisable may be exercised by the Optionee during the - day period following the Termination of Service, or if earlier, the expiration of the term of the Option Holder as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such -day period, the successor of the Optionee may exercise the Option until the earlier of (x) months from the date of the Termination of Service of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to perform his duties such Termination of Service shall be cancelled. (b) In the event the Optionee has a Termination of Service on account of death or Disability, the Option as then exercisable may be exercised by the Optionee or the successor of the Optionee, as applicable, until the earlier of (i) months from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Paragraph 5 below. (c) Except as otherwise provided by the Administrator, no Option (or portion thereof) which had not become exercisable at or before the time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon Termination of Service. (d) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Administrator(or if no Administratoris appointed, the Board), and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; termination of such successor service shall be treated as the applicable termination. (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement., a “Termination of Service” shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Optionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations

Termination of Service. In Notwithstanding Section 2(a), if Optionee’s service for the event the Option Holder ceases to be Company and/or its Subsidiaries (whether such service was rendered as an employee of the Company or a consultant or advisor) terminates for any reason, except due reason (“Termination of Service”) prior to his death or Permanent Disability or due to a termination the complete exercise of the Option Holder's employment by the Company for Cause, the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent then exercisableextent, may be exercised for 90 days following termination of employment (but not beyond if any, that the Option Period). To the extent the Option is not was exercisable at the time of termination Termination of employmentService; provided, however, that (i) if Termination of Services occurs by reason of death or Disability then the Option shall be immediately forfeitedbecome exercisable in full as to 100% of the Shares and (ii) upon any Termination of Service by the Company for Cause (as defined below), the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this OptionAgreement, service with the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Company's wholly owned subsidiaries shall be considered to be service with Employee Proprietary Information and Inventions Agreement signed by the Company. In Optionee for the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee benefit of the Company due to his death and/or its Subsidiaries (the “Employee Invention Agreement”) and (ii) shall also include any actions or Permanent Disability, inactions constituting “cause” within the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate meaning ascribed thereto in the event of his death) for the remainder of the Option Period. For purposes hereofPlan and in any employment agreement to which Optionee is a party or, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by kind and the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his or her duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; for any reason other than illness or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementincapacity.

Termination of Service. In the event the Option Holder ceases to be an employee of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by If the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance Optionee has a Termination of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (Service, other than by reason of disability due to physical death or mental illness) or failureDisability, neglect or refusal the Option as then exercisable may be exercised by the Optionee during the 40-day period following the Termination of Service, or if earlier, the expiration of the term of the Option Holder as provided under Paragraph 5 below; provided that, (i) if the Optionee dies during such 40-day period, the successor of the Optionee may exercise the Option until the earlier of (x) 12 months from the date of the Termination of Service of the Optionee, or (y) the date on which the term of the Option expires in accordance with Paragraph 5 below, and (ii) if the Optionee has a Termination of Service for Cause, any Option not exercised in full prior to perform his duties such Termination of Service shall be cancelled. (b) In the event the Optionee has a Termination of Service on account of death or Disability, the Option as then exercisable may be exercised by the Optionee or the successor of the Optionee, as applicable, until the earlier of (i) 12 months from the date of the Termination of Service of the Optionee, or (ii) the date on which the term of the Option expires in accordance with Paragraph 5 below. (c) Except as otherwise provided by the Administrator or as set forth in the Optionee's employment agreement with the Company, no Option (or portion thereof) which had not become exercisable at or before the time of Termination of Service shall ever be or become exercisable. No provision of this Paragraph 4 is intended to or shall permit the exercise of the Option to the extent the Option was not exercisable upon Termination of Service. (d) Termination of Service as an employee shall not be treated as a termination of employment for purposes of this Paragraph 4 if the Optionee continues without interruption to serve thereafter as an officer or director of the Company or in such other capacity as determined by the Administrator (or if no Administrator is appointed, the Board), and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; termination of such successor service shall be treated as the applicable termination. (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement, a "Termination of Service" shall mean the time when the employee-employer relationship or directorship, or other service relationship, between the Optionee and the Company (or an Affiliated Company) is terminated for any reason, with or without Cause, including, but not limited to, any termination by resignation, discharge, death or retirement. The Administrator, in its absolute discretion, shall determine the effects of all matters and questions relating to Termination of Service, including, but not limited to, the question of whether any Termination of Service was for Cause and all questions of whether particular leaves of absence constitute Terminations of Service. For this purpose, the service relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the discretion of the Administrator).

Termination of Service. In Any provision of Section 2 hereof to the event the Option Holder contrary notwithstanding: (a) If Optionee ceases to be employed by the Company or an employee Affiliate "for cause" (as defined in Section 6.4(a) of the Plan), then that portion, if any, of this Incentive Option that remains unexercised, including that portion, if any, that pursuant to this Agreement is not yet exercisable, shall automatically terminate and be of no further force or effect as of the date Optionee ceases to be employed; (b) If Optionee shall die during the Option Period while in the employ of the Company for any reasonor an Affiliate, except due to his death or Permanent Disability or due to a termination of the this Incentive Option Holder's employment by the Company for Cause, the Optionmay be exercised, to the extent then exercisablethat Optionee was entitled to exercise it at the date of Optionee's death, may be exercised for 90 days following termination of employment within one year after such death (but not beyond if otherwise within the Option Period). To , but not thereafter, by the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any executor or administrator of the Company's wholly owned subsidiaries shall be considered to be service with estate of Optionee or by the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder person or persons (c) If Optionee ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable employed by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than an Affiliate by reason of disability due (as defined in Section 22(e)(3) of the Code), this Incentive Option may be exercised, to physical or mental illness) or failurethe extent that Optionee was entitled to exercise it at the date of his termination, neglect or refusal by within one year after such termination (if otherwise within the Option Holder Period), but not thereafter by Optionee (or Optionee's legal representative, if Optionee is legally incompetent); and (d) If Optionee ceases to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected employed by the Company or an Affiliate for any reason (other than the circumstances specified in paragraphs (a), (b) and approved by (c) of this Section 3) within the Option Holder Period, this Incentive Option may be exercised, to the extent Optionee was able to do so at the date of termination of the employment, within three (which approval shall 3) months after such termination (if otherwise within the Option Period), but not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementthereafter.

Termination of Service. In (a) If the event Participant’s Service with the Option Holder ceases to be Company is terminated as a result of an employee Involuntary Termination, then the Participant shall, upon satisfaction of the Company for Release Condition set forth in Paragraph 4(b) below, vest in any reason, except due to his death or Permanent Disability or due to a termination unvested portion of the Option Holder's employment by Award. The portion of the Company for CauseAward that vests on such accelerated basis will be paid to the Participant within the sixty (60)-day period following the date of Participant’s Involuntary Termination; provided, however, that should such sixty (60)-day period span two taxable years, the Option, to issuance shall be effected during the extent then exercisable, may be exercised for 90 days following termination portion of employment that period that occurs in the second taxable year. (but not beyond b) The accelerated vesting of the Option Period). To unvested portion of the extent the Option is not exercisable Award at the time of termination of employment, the Option Participant’s Involuntary Termination shall be immediately forfeited. For purposes of this Option, service with any contingent upon Participant’s satisfaction of the Company's wholly owned subsidiaries shall be considered following requirements (collectively the “Release Condition”): (i) Participant must execute and deliver to be service with the Company. In , within twenty-one (21) days (or forty-five (45) days to the event extent such longer period is required under applicable law) after the effective date of such Involuntary Termination, a termination of comprehensive general release (in the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of form provided by the Company due to his death or Permanent Disabilityat the time of such Involuntary Termination) releasing the Company and its officers, directors, employees, stockholders, subsidiaries, affiliates, representatives and other related parties from all claims that the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder Participant may have with respect to such parties relating to or arising from Participant’s employment with the Company and the termination of that employment relationship and containing such confidentiality, non-solicitation, non-disparagement and non-competition covenants as the Company deems satisfactory under the circumstances and (ii) such release must become effective and enforceable under applicable law after the expiration of any applicable revocation periods under federal or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; state law. (c) If the commission by Participant’s Service with the Option Holder of Company terminates for any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (reason other than by reason an Involuntary Termination, any portion of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without Award that is unvested as of the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use date of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance such termination of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall Service will be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementforfeited.

Termination of Service. In Notwithstanding Section 2(a), if Optionee’s service for the event the Option Holder ceases to be Corporation and/or its Subsidiaries (whether such service was rendered as an employee of the Company or a consultant or advisor) terminates for any reason, except due reason (“Termination of Service”) prior to his death or Permanent Disability or due to a termination the complete exercise of the Option Holder's employment by the Company for Cause, the Option, then all vesting pursuant to Section 2(a) shall cease as of the date of Termination of Service and the Option shall thereafter be exercisable only to the extent then exercisableextent, may be exercised for 90 days following termination of employment (but not beyond if any, that the Option Period). To the extent the Option is not was exercisable at the time of termination Termination of employmentService; provided, however, that (i) if Termination of Service occurs by reason of death or Disability then the Option shall be immediately forfeitedbecome exercisable in full as to 100% of the Shares and (ii) upon any Termination of Service by the Corporation for Cause (as defined below), the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting. In addition, notwithstanding any other provision in this Agreement to the contrary, the entire Option shall immediately and automatically terminate, notwithstanding any prior vesting, if following Termination of Service the Optionee breaches any material provision of the Employee Invention Agreement (as defined below). For purposes of this OptionAgreement, service with the term “Cause” (i) shall expressly include the breach by Optionee of any material provision of the Company's wholly owned subsidiaries shall be considered to be service with Employee Proprietary Information and Inventions Agreement signed by the Company. In Optionee for the event of a termination benefit of the Option Holder's employment for Cause, Corporation and/or its Subsidiaries (the Option “Employee Invention Agreement”) and (ii) shall immediately cease to be exercisable and shall be immediately forfeited. In also include any actions or inactions constituting “cause” within the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate meaning ascribed thereto in the event of his death) for the remainder of the Option Period. For purposes hereofPlan and in any employment agreement to which Optionee is a party or, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder absence thereof, shall include but not be limited to insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by kind and the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his or her duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; for any reason other than illness or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementincapacity.

Termination of Service. In Notwithstanding anything to the contrary in the Transaction Agreement or otherwise, in the event the Option Holder ceases that your service to be an employee of the Company New LP or Argon HoldCo is terminated for any reason, except due to his death reason other than your resignation of service without Good Reason or Permanent Disability or due to a your termination of the Option Holder's employment service by the Company New LP or Argon HoldCo for Cause, then, subject to Section IV.B. of the Option, Non-Competition Agreement (x) all of your then unvested Founder Units and Founder Earn-Out Units will remain outstanding and eligible to the extent then exercisable, may be exercised for 90 days following vest notwithstanding such termination of employment service as provided in clause (but not beyond y) and clause (z) below, (y) the Option unvested stock price performance-based Founder Earn-Out Units will fully vest only upon the satisfaction of the applicable stock price performance conditions and will time vest on their regularly scheduled vesting dates during the period that you are bound by the non-competition, non-solicitation or non-interference covenants set forth in Sections I.A., I.B. and I.C. of the Non-Competition Agreement (the “Restriction Period). To the extent the Option is not exercisable ”) (with full time vesting at the time end of such Restriction Period or the date of your death, if earlier, notwithstanding such termination of employmentservice) and (z) all of your then unvested Founder Units shall vest on their regularly scheduled vesting dates during Restriction Period and all such Founder Units shall fully vest upon the expiration of the Restriction Period or the date of your death, the Option shall be immediately forfeitedif earlier, notwithstanding such termination of service. For purposes of this Option, service with Partner Agreement “Cause” has the meaning set forth in Section 5(b) hereof and “Good Reason” means the occurrence of any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of following events without your written consent: (i) a termination of the Option Holder's employment for Causematerial adverse change in your titles, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death positions, authority, duties or Permanent Disabilityresponsibilities, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his deathii) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.the

Termination of Service. (1) Unless the applicable Award Agreement provides otherwise, in the event that the Participant experiences a Termination of Service for any reason other than (i) by the Company for Cause or (ii) due to the Participant’s death or Disability, (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such Termination of Service, on which date they shall expire; and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90)-day period described in this Section 7(i)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90)-day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. (2) Unless the applicable Award Agreement provides otherwise, in the event that the Participant experiences a Termination of Service due to the Participant’s death or Disability, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire; and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term. (3) In the event that the Option Holder ceases to be an employee Participant experiences a Termination of the Company for any reason, except due to his death or Permanent Disability or due to a termination of the Option Holder's employment Service by the Company for Cause, the Option, all outstanding Options granted to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable such Participant shall expire at the time commencement of termination business on the date of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the Company. In the event of a termination of the Option Holder's employment for Cause, the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementtermination.

Termination of Service. In Except as otherwise extended by the event Board, upon the Optionee’s Termination of Employment, the Optionee’s Option Holder ceases to be an employee shall expire on the earliest of the Company following occasions: (i) the date that is three months after the Optionee’s Termination of Employment; provided, that such Termination of Employment is not for any reasonCause; (ii) the date of the Optionee’s Termination of Employment; provided, except due to his death or Permanent Disability or due to a termination that such Termination of Employment is for Cause; (iii) the date one year after the Optionee’s Termination of Employment by reason of Disability; (iv) the date one year after the Optionee’s Termination of Employment by reason of the Optionee’s death; or (v) in the case of the Optionee’s Retirement, the expiration date of the Option Holder's employment by as set forth on the Company for Causesignature page hereof. The Optionee may exercise all or any part of the Optionee’s Option at any time before the expiration of such Option under this Section 4, the Option, but only to the extent then exercisable, may be exercised for 90 days following termination that such Option had become exercisable before the Optionee’s service terminated (or became exercisable as a result of employment (but not beyond the Option Periodtermination). To the extent the Option is not exercisable at the time The balance of termination of employment, the such Option shall be immediately forfeited. For purposes lapse upon the Optionee’s Termination of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the CompanyEmployment. In the event that the Optionee dies during the Optionee’s employment with the Company, or after the Optionee’s Termination of a termination Employment but before the expiration of the Optionee’s Option, all or part of such Option Holder's employment for Cause, may be exercised (prior to expiration) by the Option shall immediately cease to be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee executors or administrators of the Company due Optionee’s estate or by any person who has acquired such Option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to his death or Permanent Disability, the extent that such Option shall had become immediately exercisable in full and shall continue to be exercisable by before the Option Holder Optionee’s Termination of Employment (or his Beneficiary or estate in the event of his death) for the remainder became exercisable as a result of the Option Period. For purposes hereof, "Cause" means termination) and the underlying Shares had vested before the Optionee’s Termination of Employment (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance vested as a result of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheldtermination). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

Termination of Service. In (a) If the event the Option Holder ceases to be an employee of Optionee’s Service with the Company ceases for any reason, except due the Options that, after giving effect to his death or Permanent Disability or due the provisions of Section 3, are then unexercisable will terminate immediately upon such cessation. (b) If the Optionee’s Service with the Company ceases for any reason other than Optionee’s resignation (other than for Good Reason), the Options that, after giving effect to a termination the provisions of Section 3, are then exercisable shall terminate as of the Option Holder's employment sixtieth (60th) calendar day following the date of termination or, if earlier, upon the Expiration Date. Provided however, that if all or any portion of the 60-day exercise period shall be a period during which the Optionee is prohibited from trading in the Common Stock, then such 60-day exercise period shall be extended by the Company for Causean amount of time equal to any such prohibited period, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not in no event beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the CompanyExpiration Date. In the event of a termination of the Option Holder's employment for Causedeath, the Option shall immediately cease to exercisable Options may be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable exercised by the Option Holder (Optionee’s executor, personal representative or his Beneficiary the person(s) to whom the Options are transferred by will or estate in the event laws of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; descent and distribution. (c) Notwithstanding anything in this Agreement to the commission by contrary, the Option Holder Options shall terminate in their entirety, regardless of any felony or any crime involving moral turpitude; whether the Options are then exercisable, immediately upon the Optionee’s resignation other than for Good Reason. (d) willful or prolonged absence from work by If the Option Holder (other than by Company and Optionee dispute the reason that Optionee’s Service with the Company has ceased, for purposes of disability due to physical or mental illness) or failurethis Agreement, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability such reason shall be determined by a qualified, independent physician selected the Committee in good faith. Any determination made by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of Committee with respect to any such physician matter referred to in this Section 6 shall be final and conclusive on all persons affected thereby. For example, if pursuant to the Employment Agreement, the Optionee gives notice to the Company that he is resigning for all Good Reason and the Company disputes that there is a Good Reason, for purposes of this Agreement, the Committee shall determine, in good faith, whether or not the Optionee’s resignation is for Good Reason, which determination shall be final and conclusive on all persons affected thereby.

Termination of Service. In If the event Optionee's Service terminates for any reason (other than for Cause), then the Option Holder ceases to be an employee exercise period for this option shall expire on the earliest of the Company for any reason, except due following occasions (or such later date as the Committee may determine): (i) The expiration date determined pursuant to his death or Permanent Disability or due to a termination of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for Subsection (a) above; (ii) 90 days following termination of employment the Optionee's service other than termination of service on account of death or Disability. provided, however, that the Optionee (but not beyond or in the Option Period). To case of the Optionee's death or Disability, the Optionee's representative) may exercise all or part of the Optionee's stock options at any time before the expiration of such stock options following termination of service only to the extent that the stock options are vested on or before the date Optionee's service terminates. The balance of the stock options (which are not vested on the date Optionee's service terminates) shall lapse when the Optionee's service terminates. If by virtue of this provision, an Incentive Stock Option is not exercisable at exercised within three (3) months after a Optionee's employment terminates, then unless such Optionee's employment termination is due to his or her death or Disability (defined for this purpose only as described in Section 22(e)(3) of the time Code), the incentive stock option shall be treated as a nonqualified stock option. All of the options granted to the Optionee (including any exercised stock options for which shares or cash have not been delivered to the Optionee) shall be cancelled and forfeited immediately on the date of the Optionee's termination of employment, the Option shall be immediately forfeited. For purposes of this Option, service with any of the Company's wholly owned subsidiaries shall be considered to be service with the CompanyCompany or any Subsidiary if such termination is for Cause or Cause exists on such date, and the Company shall return to the participant the price (if any) paid for any undelivered shares. In the event of Should an Optionee die at a termination time when Cause exists, all of the Option Holder's employment options granted to the Optionee (including any exercised stock options for Cause, which shares have not been delivered to the Option shall immediately cease to be exercisable and participant) shall be cancelled and forfeited immediately forfeited. In the event the Option Holder ceases to be an Employee as of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder date of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option HolderOptionee's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementdeath.

Termination of Service. (a) Except as set forth in Section 3(b) below, if the Employee’s Continuous Service Status is terminated by the Company without Cause (as defined below), by the Employee’s death, by the Employee’s disability or by the Employee for Good Reason (as defined below), the vesting of the Shares shall accelerate such that 25% of the then-unvested Shares will become vested and nonforfeitable as of the Employee’s Termination Date and immediately prior to such termination. (b) In the event that the Option Holder ceases to be an employee Company undergoes a Change of Control (as defined below) and within the period ending six months following the closing of the Company Change of Control the Employee’s Continuous Service Status is terminated by the Company, without the Employee’s consent, other than for any reasonCause or the Employee terminates his Continuous Service Status for Good Reason, except due to his death or Permanent Disability or due to a termination the vesting of the Option Holder's employment by the Company for Cause, the Option, to the extent then exercisable, may be exercised for 90 days following termination of employment (but not beyond the Option Period). To the extent the Option is not exercisable at the time of termination of employment, the Option Shares shall be immediately forfeited. For purposes of this Option, service with any accelerate such that 50% of the Company's wholly owned subsidiaries shall be considered then-unvested Shares will become vested and nonforfeitable as of the Employee’s Termination Date and immediately prior to be service with the Company. such termination. (c) In the event that the Company undergoes a Change of a termination Control (as defined below) and within the period ending six months following the closing of the Option Holder's employment for CauseChange of Control, the Option Employee terminates his Continuous Service Status without Good Reason, the vesting of the Shares shall accelerate such that 25% of the then un-vested Shares will become vested and nonforfeitable as of the Employee’s Termination Date and immediately cease prior to be exercisable such termination. (d) Subject to Section 2 and shall be immediately forfeited. In the prior subsections of this Section 3, in the event the Option Holder ceases Company undergoes a Change of Control while the Employee holds unvested, forfeitable Shares, the successor to be an Employee of the Company due to his death or Permanent Disability, shall assume the Option shall become immediately exercisable in full and shall continue to be exercisable by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder Company’s rights with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreementforfeiture restrictions set forth above.

Termination of Service. a) In the event of the termination of Optionee’s employment relationship with the Employer (excluding a transfer to the Company or any Affiliate), for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any, and other than due to Optionee’s death, this Option shall cease vesting, and any portion of the Option Holder that has not vested shall immediately terminate. Optionee’s employment relationship shall be considered to have terminated (without regard to any notice period, e.g., a period of “garden leave” or similar period pursuant to local law or as may be required by the terms of an employment agreement) and Optionee to have ceased to be employed by the Company or its Affiliate, on the earliest of: (1) the date on which the Employer delivers to Optionee notice terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company or any Affiliate; (2) the date on which Optionee delivers notice to his or her Employer that Optionee is terminating the employment relationship (regardless of whether the notice or termination is lawful or unlawful or is in breach of any contract of employment) unless Optionee is transferring employment to the Company or any Affiliate; (3) the date on which Optionee ceases to provide services to the Employer, except where Optionee is on an authorized leave of absence; or (4) the date on which Optionee ceases to be considered an employee “employee” under applicable laws (such termination, a "Termination" and such termination date, the "Termination Date," in each case as further defined in the Plan). b) In the event of Optionee’s Termination with the Company Employer, for any reason, reason except due to his death or Permanent Disability or due to a termination of the Disability, this Option Holder's employment by the Company for Cause, the Option, may be exercised to the extent then exercisable(and only to the extent) that it would have been exercisable as of the Termination Date, within three (3) months after the Termination Date, but in any event no later than the Expiration Date. The Termination Date for purposes of this Award Agreement and any right to exercise this Option post-termination shall not be extended by any notice period mandated under local law, by contract or otherwise and shall be determined in accordance with Section 3(a) herein. c) In the event of Optionee’s Termination with the Employer, due to Optionee’s Disability, this Option may be exercised for 90 days following termination to the extent (and only to the extent) specified in the Plan. d) In the event of employment Optionee’s Termination with the Employer due to Optionee’s death, this Option shall vest (but not beyond if at all) with respect to the same number of Shares underlying the Option Period). To as would have vested had Optionee remained employed by the extent Employer through the Option is not exercisable at first vesting date (pursuant to the time of termination of employmentVesting Schedule) that next follows Optionee’s death, but the Option shall be immediately forfeited. For purposes of this Option, service forfeited with any respect to all other Shares underlying the unvested portion of the Company's wholly owned subsidiaries shall be considered to be service with Option. Upon Optionee’s death (or Optionee’s death within three (3) months of the Company. In Termination Date), the event of a termination vested portion of the Option Holder's employment for Cause, the Option shall immediately cease to may be exercisable and shall be immediately forfeited. In the event the Option Holder ceases to be an Employee of the Company due to his death or Permanent Disability, the Option shall become immediately exercisable in full and shall continue to be exercisable exercised by the Option Holder (or his Beneficiary or estate in the event of his death) for the remainder of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected Optionee’s legal representative within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physicalmonths after Optionee’s death, mental or emotional incapacity resulting from injurybut in any event, sickness or disease. Any questions as no later than the Expiration Date, provided that such person provides proof, to the existence Company’s satisfaction, of a Permanent Disability shall be determined by a qualified, independent physician selected by his or her entitlement to act on behalf of Optionee’s estate. The committee of the Board of Directors of the Company administering the Plan (the “Committee”) shall have discretion to determine whether Optionee has experienced a Termination, and approved by the Option Holder (which approval shall not be unreasonably withheld)Termination Date. The determination In addition, subject to applicable laws, the Committee in its sole discretion may suspend vesting of the Award if Optionee takes a leave of absence from employment with the Company or any such physician shall be final and conclusive for all purposes of this AgreementAffiliate.

Termination of Service. In the event (a) If the Option Holder ceases to has a Termination of Service for Cause (as defined in the Company’s Executive Severance Plan (“ESP”)) during the Option Period, the Option shall immediately terminate and be an employee forfeited. (b) If, during the Option Period, the Option Holder experiences a Termination of Service by reason of the Company for any reason, except due to his death or Permanent Disability or due to a Company’s termination of the Option Holder's employment by the Company for Holder without Cause, the Option, to the extent then exercisable, may be exercised for 90 days following Option Holder’s termination of employment for Good Reason as defined in the ESP (but not beyond the other than a Qualifying Termination) or Option Period). To the extent the Option is not exercisable at the time of termination of employmentHolder’s voluntary resignation, the Option shall be immediately forfeited. For purposes of this Option, service with any of exercisable only to the Company's wholly owned subsidiaries shall be considered to be service with extent that it was exercisable on the Company. In the event of a termination date of the Option Holder's employment for Cause’s Termination of Service and shall terminate on the earlier of (i) ninety (90) calendar days following the date of the Option Holder’s Termination of Service or (ii) the end of the Option Period. (c) If, during the Option Period, the Option Holder experiences a Termination of Service by reason of the Option Holder’s (i) Disability, or (ii) Qualifying Termination, the Option shall immediately cease to be exercisable only to the extent that it was exercisable on the date of the Option Holder’s Termination of Service and shall be immediately forfeited. In terminate on the event earlier of (i) one hundred and eighty (180) calendar days following the date of the Option Holder’s Termination of Service or (ii) the end of the Option Period. (d) If, during the Option Period, the Option Holder ceases to be an Employee experiences a Termination of Service by reason of the Company due to his death or Permanent DisabilityOption Holder’s death, the Option shall become immediately be fully vested and exercisable in full on the date of the Option Holder’s death and shall continue to be exercisable by terminate on the earlier of (i) one hundred and eighty (180) calendar days following the date of the Option Holder Holder’s death, or (or his Beneficiary or estate in ii) the event of his death) for the remainder end of the Option Period. For purposes hereof, "Cause" means (a) theft or embezzlement by the Option Holder with respect to the Company or its subsidiaries; (b) malfeasance or gross negligence in the performance of the Option Holder's duties; (c) the commission by the Option Holder of any felony or any crime involving moral turpitude; (d) willful or prolonged absence from work by the Option Holder (other than by reason of disability due to physical or mental illness) or failure, neglect or refusal by the Option Holder to perform his duties and responsibilities without the same being corrected within ten (10) days after being given written notice thereof; (e) continued and habitual use of alcohol by the Option Holder to an extent which materially impairs the Option Holder's performance of his duties without the same being corrected within ten (10) days after being given written notice thereof; or (f) the Option Holder's use of illegal drugs without the same being corrected within ten (10) days after being given written notice thereof. For purposes hereof, "Permanent Disability" means those circumstances where the Option Holder is unable to continue to perform the usual customary duties of his assigned job for a period of six (6) months in any twelve (12) month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Option Holder (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.