In the event of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one year following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her 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 prior to such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.

Termination by Reason of Disability. Unless otherwise determined by the eventCommittee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company,Disability (as defined below), then any Option held by such optioneeOptionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall terminate on the earlier of the date of expiration of the Optiondetermine at or one year followingafter grant), but may not be exercised after ninety (90) days after the date of such disabilitytermination of employment or death. After disability or death,service (or, if later, such time as the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this optionOption may be transferredexercised pursuant to [Section 14(d)] hereof) or the expiration of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by willsuch Optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to [Section 14(d)] hereof) or by lawsfor the stated term of descentsuch Option, whichever period is shorter. “Disability” shall mean an Optionee’s total and distribution)permanent disability; provided, that if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the right, at any time priormeaning ascribed to it in such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.employment agreement

Termination by Reason of Disability. Unless otherwise determined by the eventCommittee, if any Optionee’s employment with or service to the Company or any Subsidiary terminates by reason of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company,Disability (as defined below), then any Option held by such optioneeOptionee may thereafter be exercised, to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall terminate on the earlier of the date of expiration of the Optiondetermine at or one year followingafter grant), but may not be exercised after ninety (90) days after the date of such disabilitytermination of employment or death. After disability or death,service (or, if later, such time as the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this optionOption may be transferredexercised pursuant to [Section 14(d)] hereof) or the expiration of the stated term of such Option, whichever period is shorter; provided, however, that, if the Optionee dies within such ninety (90) day period, any unexercised Option held by willsuch Optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of one (1) year after the date of such death (or, if later, such time as the Option may be exercised pursuant to [Section 14(d)] hereof) or by lawsfor the stated term of descentsuch Option, whichever period is shorter. “Disability” shall mean an Optionee’s total and distribution)permanent disability; provided, that if Disability is defined in an employment agreement between the Company and the relevant Optionee, then, with respect to such Optionee, Disability shall have the right, at any time priormeaning ascribed to it in such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.employment agreement

Disability or Death of Optionee. Except if Optionee is granted an option as an organizer of the permanentCompany, if Optionee loses his or its status as an Eligible Participant under the Plan by reason of death or if Optionee is disabled while employed by the Company or a Subsidiary, or if Optionee dies or becomes so disabled during the three-month period referred to in Paragraph 5 hereof, this Stock Option shall automatically expire and totalterminate one (1) year after the date of Optionee’s disability or death ofor on the day specified in Paragraph 2 hereof, whichever is earlier. If Optionee is granted an optionee while inoption as an employment or other relationship withorganizer of the Company, anythis Stock Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one year following the datenot expire as a result of such Optionee’s death or disability. After Optionee’s disability or death. After disability or death,death but before such expiration, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom Optionee’s rights under this option may be transferredStock Option shall have passed by order of a court of competent jurisdiction or by will or bythe applicable laws of descent and distribution)distribution, or the executor, administrator or conservator of Optionee’s estate, shall have the right, at any time prior to such termination of an Option,right to exercise thethis Stock Option to the extent the optionee was entitled to exercise such Optionthat increments, if any, had become exercisable as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engageon which Optionee’s status as an Eligible Participant under the Plan had been terminated. For purposes hereof, “disability” shall have the same meaning as set forth in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3)[Section 14] of the Code and the regulations issued thereunder.Plan.

Notwithstanding the provisions of [Section 9(b)] above, in the event an Employee is unable to continue his employment with the Company as a result of his total and permanent disability (as defined in Section 105(d)(4) of the permanent and total disability or deathInternal Revenue Code of an optionee while in an employment or1986, as amended), he may, but only with three (3) months (or such other relationship withperiod of time not exceeding twelve (12) months as is determined by the Company, any Option held by such optionee shall terminate on the earlier ofBoard) from the date of expiration ofdisability, exercise his Option to the Option or one year followingextent he was entitled to exercise it at the date of such disability or death. After disability or death,disability. To the optionee (or in the case of death, his or her 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 prior to such termination of an Option,extent that he was not entitled to exercise the Option toat the extent the optioneedate of disability, or if he does not exercise such Option (which he was entitled to exercise suchexercise) within the time specified herein, the Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.terminate.

If the eventOptionee ceases to serve as an employee of the permanent and total disability or deathCompany, he may, but only within thirty (30) days after the date he ceases to be an employee of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one year following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whomexercise this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option, to exercise the Option to the extent the optioneethat he was entitled to exercise such Optionit 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 herpermanent 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 death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment# the date on which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determinedthe option expires in accordance with Section 22(e)(3)its terms. Notwithstanding the provisions of this [Section 8(c)], in the event that the Employee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the Code andState of New York, the regulations issued thereunder.Employee’s right to exercise this Option shall expire on the date of his termination.

If the eventOptionee ceases to serve as an employee of the permanent and total disability or deathCompany, he may, but only within thirty (30) days after the date he ceases to be an employee of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one year following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whomexercise this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option, to exercise the Option to the extent the optioneethat he was entitled to exercise such Optionit 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 herpermanent 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 death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment# the date on which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determinedthe option expires in accordance with Section 22(e)(3)its terms. Notwithstanding the provisions of this [Section 8(c)], in the event that the Employee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the Code andState of New York, the regulations issued thereunder.Employee’s right to exercise this Option shall expire on the date of his termination.

Disability of Optionee. In the event of the permanent and total disability or deathtermination of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlierOptionee’s Continuous Service Status as a result of the date of expiration of the Option or one year following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this optiondisability (defined as a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may be transferred by will or by laws of descent and distribution) shall have the right,exercise an Option at any time prior towithin twelve (12) months following such termination of an Option, to exercise the Option to the extent the optioneeOptionee was entitled to exercise such Optionvested in the Optioned Stock as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.such termination.

For purposes of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or one year following the date of such disability or death. After disability or death, the optionee (or in the case of death, his or her 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 prior to such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or sheAgreement, “Disability” means Optionee is unable to engage in any substantial gainful activity for the Company and/or its Subsidiaries 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; permanent and total disabilitytwelve (12) months. Optionee shall not be determined in accordance with Section 22(e)(3)considered to be disabled unless Optionee furnishes proof of the Codeexistence thereof, in such form and manner, and at such times, as the regulations issued thereunder.Board may require.

Disability of Optionee. Notwithstanding the provisions of [Section 5] above, in the event of termination of Optionee’s Continuous Service as a result of Optionee’s Disability, Optionee may, but only within twelve (12) months from the permanent and total disability or deathdate of an optionee whiletermination of Continuous Service (but in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier ofno event later than the date of expiration of the term of this Option or one year following the date of such disability or death. After disability or death, the optionee (oras set forth in the caseNotice of death, his or her executor, administrator or any person or persons to whomGrant), exercise this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option, to exercise the Option to the extent the optioneeOptionee was entitled to exercise it at the Termination Date. To the extent that Optionee was not entitled to exercise this Option at the Termination Date, or if Optionee does not exercise such Option as of(which Optionee was entitled to exercise) within the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disabilitytime specified herein, this Option shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.terminate.