In the event that the service of the Optionee shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so at the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.

In the event that the service of the Optionee shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so at the date of termination of the Optionee’s service) at any time within ninetywith three hundred and sixty days days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.

InIf the event that the serviceemployment of the Optionee shall terminate (otherwiseis terminated for any reason other than by reason of the Optionee’sfor Cause, Retirement, death or disability, or for cause),Disability, unless otherwise specified herein, all the Option may be exercised (if and to the extent that therights of Optionee was entitled to do so at the date of termination of the Optionee’s service)under this Agreement then exercisable shall remain exercisable at any time within ninety (90) days after the date of such termination, but in no event afterbeyond the TerminationExpiration Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.

Death of Optionee. In the event thatof the servicedeath of the Optionee shall terminate (otherwise than by reasonduring the '’Optionee’s Continuous Service or within ninety (90) days of the Optionee’s death or disability, or for cause), thetermination of such 'Continuous Service, this Option may be exercised (if andat any time within twelve (12) months following the Termination Date (but in no event later than the date of expiration of the term of this Option as set forth in the Notice of Grant), by Optionee’s estate or by a person who acquired the right to exercise this Option by bequest or inheritance, but only to the extent of the right to exercise that the Optionee was entitled to do so at the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.death.

InTermination by Reason of Retirement. Unless otherwise determined by the event thatCommittee, if any Optionee’s employment with or service to the service of the Optionee shall terminate (otherwise thanCompany or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter be exercised to the Optionee’s deathextent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or disability,after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or for cause),service (or, if later, such time as the Option may be exercised (if andpursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent thatto which it was exercisable at the Optionee was entitled to do so attime of death, for a period of one (1) year after the date of termination of the Optionee’s service) at anysuch death (or, if later, such time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected toas the Option shallmay be suspended duringexercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period of investigation.is shorter.

InIf the Optionee ceases to serve as an employee of the Company, he may, but only within thirty (30) days after the date he ceases to be an employee of the Company, exercise this option to the extent that he was entitled to exercise it as of the date of such termination. If the Optionee shall have been an employee of the Company at the time of his death or permanent disability, then this option shall be exercisable by his personal representative or him, as the case may be, for a period ending on the earlier of # one year from the date of the death or permanent disability or # the date on which the option expires in accordance with its terms. Notwithstanding the provisions of this Section 8(c), in the event that the serviceEmployee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the OptioneeState of New York, the Employee’s right to exercise this Option shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so atexpire on the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.his termination.

InTermination by Reason of Retirement. Unless otherwise determined by the event thatCommittee, if any Optionee’s employment with or service to the service of the Optionee shall terminate (otherwise thanCompany or any Subsidiary terminates by reason of Normal or Early Retirement (as such terms are defined below), any Option held by such Optionee may thereafter be exercised to the Optionee’s deathextent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or disability,after grant), but may not be exercised after ninety (90) days after the date of such termination of employment or for cause),service (or, if later, such time as the Option may be exercised (if andpursuant to Section 14(d) hereof) or the expiration of the stated term of such Option, whichever date is earlier; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by such Optionee shall thereafter be exercisable, to the extent thatto which it was exercisable at the Optionee was entitled to do so attime of death, for a period of one (1) year after the date of termination of the Optionee’s service) at anysuch death (or, if later, such time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected toas the Option shallmay be suspended duringexercised pursuant to Section 14(d) hereof) or for the stated term of such Option, whichever period of investigation.is shorter.

InIf the Optionee ceases to serve as an employee of the Company, he may, but only within thirty (30) days after the date he ceases to be an employee of the Company, exercise this option to the extent that he was entitled to exercise it as of the date of such termination. If the Optionee shall have been an employee of the Company at the time of his death or permanent disability, then this option shall be exercisable by his personal representative or him, as the case may be, for a period ending on the earlier of # one year from the date of the death or permanent disability or # the date on which the option expires in accordance with its terms. Notwithstanding the provisions of this [Section 8(c)], in the event that the serviceEmployee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the OptioneeState of New York, the Employee’s right to exercise this Option shall terminate (otherwise than by reason of the Optionee’s death or disability, or for cause), the Option may be exercised (if and to the extent that the Optionee was entitled to do so atexpire on the date of termination of the Optionee’s service) at any time within ninety days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee following termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.his termination.

InTermination of Service, Except by Death, Retirement or Disability. Unless otherwise provided in the event that the serviceapplicable Award Agreement, upon any Termination of theService for any reason other than his or her death, Retirement or Disability, an Optionee shall terminate (otherwise than by reasonhave the right, subject to the restrictions of the Optionee’s deathSection 4(c) above, to exercise his or disability, or for cause), theher Option may be exercised (if andat any time within three months after Termination of Service, but only to the extent that the Optionee was entitled to do sothat, at the date of terminationTermination of Service, the Optionee's right to exercise such Option had accrued pursuant to the terms of the Optionee’s service) at any time within ninety days after such termination, butapplicable Award Agreement and had not previously been exercised; provided, however, that, unless otherwise provided in no event after the applicable Award Agreement, if there occurs a Termination Date. The Option shall not be exercisableof Service by a Participating Company for Cause or a Termination of Service by the Optionee following(other than on account of death, Retirement or Disability), any Option not exercised in full prior to such termination of the Optionee’s employment or service for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confession of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connected to the Option shall be suspended during the period of investigation.canceled.

In the event that the service of the Optionee shall terminate (otherwiseTermination under other circumstances. For any termination other than by reason of the Optionee’s death or disability, or for cause),those specified above, the Option maywill be exercised (if andexercisable for 30 days after the date of termination, only to the extent that the Optioneeit was entitled to do so atexercisable on the date of termination ofper the Optionee’s service) at any timeExercise Dates, except as follows: If you die within ninety30 days after such termination, but in no event after the Termination Date. The Option shall not be exercisable by the Optionee followingyour termination of employment, then your personal representatives, heirs, legatees or distributees, as applicable, may exercise the Optionee’s employment or serviceOption for cause. "Termination for cause" shall mean dismissal for dishonesty, conviction or confessiona period of a crime punishable by law (except minor violations), fraud, misconduct or disclosure of confidential information. If the service of the Optionee shall be suspended pending an investigation of whether or not the Optionee shall be terminated for cause, all of the Optionee’s rights connectedup to one year after your death, but only to the Option shall be suspended duringextent any unexercised portion was exercisable on the perioddate of investigation.termination.