Common use of Transfer and Termination Clause in Contracts

Transfer and Termination. This option is not transferable by the Holder otherwise than by will or the laws of descent and distribution. This option shall terminate on the earliest to occur of: (a) the Expiration Date; (b) ninety (90) days after the date of termination of the Holder's employment with the Company (other than as a result of death or permanent and total disability of the Holder); (c) six (6) months after the date of termination of the Holder's employment with the Company as a result of the disability of the Holder. A Holder is disabled if he is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment; disability shall be determined in accordance with Section 22(c)(3) of the Code and the regulations issued thereunder; or (d) twelve (12) months after the date of termination of the Holder's employment with the Company as a result of death. In the event of the termination of a Holder's employment with the Company (other than as a result of death or disability of the Holder) this option shall be exercisable during the ninety-day post-termination period described above only to the extent that it was exercisable at the time of such termination of employment. In the event of the termination of the Holder's employment with the Company as a result of the disability of a Holder, this option shall be exercisable during the six-month post-termination period referred to above only to the extent that it was exercisable at the time of such termination of employment. In the event of the termination of the Holder's employment with the Company as a result of the death of the Holder, the Holder's executor, administrator or any person or persons to whom this option may be transferred by will or by laws of descent and distribution shall have the right at any time during the twelve-month post-termination period referred to above to exercise this option, but only to the extent the Holder was entitled to exercise this option at the time of such termination of employment. An employment relationship between the Company and the Holder shall be deemed to exist during any period in which the Holder is employed in any capacity by the Company, by any current or former subsidiary of the Company or any corporate affiliate or successor of the Company or its current or former subsidiaries. Whether authorized leave of absence or absence on military or government service shall constitute termination of the employment relationship between the Company and the Holder shall be determined by the Committee at the time thereof.