Retirement. If you cease to be a director of the Company by reason of Retirement (as defined below), any and all unvested Options will vest and become fully exercisable on the date of your cessation from the Company’s Board of Directors and you (or, in the event of your death, your legal representative) may, within a period of not more than twenty-four (24) months after the date of such cessation, exercise the Options. "Retirement" for purposes hereof is defined as # 10 years of service as a director of the Company # attainment of age 55 and five years of service as a director of the Company, or # attainment of age 65.
Termination of Board of Directors Membership Due to Retirement. If prior to the Option Termination Date the Participant ceases to be a member of the Board of Directors due to the Participant's Retirement, the Option, to the extent not previously vested and exercised, shall immediately become fully vested and exercisable and remain exercisable until the earlier of # the Option Termination Date and # the first anniversary of the Participant's Retirement, and thereafter all Options, to the extent not previously exercised, shall terminate together with all other rights hereunder. Notwithstanding the preceding sentence (and without limiting the Participant's rights in connection with a Retirement), in the event of the Participant's Qualified Retirement, the Option, to the extent not previously exercised, shall remain exercisable until the Option Termination Date and shall then terminate together with all other rights under this Agreement. As used herein, the term "Qualified Retirement" means the Participant's termination as a member of the Board of Directors at or after reaching age 65 with at least 10 years of Service.
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