Exercise of Option After Termination of Employment. Except as otherwise provided in the Plan, if the Optionholder’s employment with # the Company, # an Affiliate, or # a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by disability (within the meaning of [section 22] (e)(3) of the Code) or death, the Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within three months from the date of termination. If Optionholder’s employment is terminated as a result of disability, such rights may be exercised within twelve months from the date of termination. Upon the death of Optionholder, his or her Designated Beneficiary shall have the right, at any time within twelve months after the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death. Notwithstanding the foregoing, no rights under this Option may be exercised after the Expiration Date.

Termination of Employment Due to Death, Disability or Retirement. In the event the employment of a Participant with the Company is terminated by reason of death, Disability, or Retirement, any outstanding Options shall vest 100% and be deemed exercisable in full as of such termination. Such options may be exercised at any time prior to the expiration date of the Options or within three years after such date of termination, whichever period is the shorter. However, in the case of Incentive Stock Options, the favorable tax treatment prescribed under Section 422 of the Code shall not be available if such options are not exercised within three months after date of termination, or twelve months in the case of Disability, provided such Disability constitutes total and permanent disability as defined in Section 22(e)(3) of the Code. If an Incentive Stock Option is not exercised within three months of termination due to Retirement, it shall be treated as a Nonstatutory (Nonqualified) Stock Option for the remainder of its allowable exercise period.

In the event of termination of the employment of the Executive, all unexercised and exercisable stock options granted to him hereunder must be exercised by him, or his estate (or heir(s)), as the case may be: # within twelve (12) months after the date of termination, if the termination is due to disability, as provided in [Section 7(b)(iii), (B)])] within twelve (12) months after the date of termination in the event of death of the Executive, as provided in [Section 7(b)(iv)], or within three (3) months after the date of death if the termination was pursuant to disability, or # within six (6) months after the date of termination if the termination is for any other reason; provided, however, that in the event of the Executive’s employment is terminated pursuant to [Section 7(b)(ii)], all stock options granted to him hereunder, which have yet to be exercised, become null and void immediately upon termination.

Termination on Account of Death or Disability. If the Optionee has a Termination of Employment on account of death or Disability (even during the first four months following the Grant Date), any unexercised Options, whether or not vested on the date of the Optionee’s Termination of Employment, may be exercised at any time within three years after such Termination of Employment (but not beyond the Expiration Date); and in the case of death, the Options may be exercised by # the Optionee’s personal representative or by the person to whom the Options are transferred by will or the applicable laws of descent and distribution or # the Optionee’s beneficiary designated in accordance with Section 8 of the Plan.

Termination on Account of Death or Disability. If the Optionee has a Termination of Employment on account of death or Disability (even during the first 12 months following the Grant Date), any unexercised Options, whether or not vested on the date of the Optionee’s Termination of Employment, may be exercised at any time within three years after such Termination of Employment (but not beyond the Expiration Date); and in the case of death, the Options may be exercised by # the Optionee’s personal representative or by the person to whom the Options are transferred by will or the applicable laws of descent and distribution or # the Optionee’s beneficiary designated in accordance with Section 8 of the Plan.

within thirty (30) days (or such other period of time not exceeding three (3) months as is determined by the Board) after the termination Continuous Status as an Employee, the Option may be exercised, at any time within three (3) months following the date of death, by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.

Unless a Participant’s employment is terminated for cause (as defined by applicable law, the terms of the Plan or option grant or a contract of employment), in the event of termination of employment of such Participant, such Participant shall have the right to exercise an Option, to the extent that such Participant is entitled to exercise such Option on the date employment terminated, until the earlier of: # at least six (6) months from the date of termination, if termination was caused by such Participant’s death or disability, # at least thirty (30) days from the date of termination, if termination was caused other than by such Participant’s death or disability and # the Option expiration date.

This Option shall be exercisable for ninety (90) days after Optionee ceases to be a Service Provider. Upon Optionee’s death or Disability, this Option may be exercised for one (1) year after Optionee ceases to be a Service Provider. Any exercise made more than three (3) months after the date Optionee ceases to be an Employee for any reason other than the Optionee’s “permanent and total disability” (as defined in Section 22(e)(3) of the Code), is deemed to be exercise of a Nonstatutory Stock Option. In no event may Optionee exercise this Option after the Term/Expiration Date as provided above.

If 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 Employee’s employment is terminated “for cause,” as such term is defined and interpreted by the courts of the State of New York, the Employee’s right to exercise this Option shall expire on the date of his termination.

If the Participant ceases to be an Employee of the Company or of an Affiliate for any reason other than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 4 hereof as of the Termination Date, and not previously terminated in accordance with this Agreement, may be exercised within three months after the Termination Date, or on or prior to the Option Expiration Date as specified in the Stock Option Grant Notice, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the unvested portion of the Option shall not be exercisable and shall expire and be cancelled on the Termination Date.