Termination of Service as a Director Other Than Due to Death, Disability or Cause. Participant may exercise the vested portion of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.

Termination of Service for Disability. Except as otherwise provided by the Committee and as set forth in the Award Agreement, upon Termination of Service by reason of Disability, Awards under this Plan shall be treated as follows:

the last day of the three-month period (for Incentive Stock Options), or one-year period (for Non-Qualified Stock Options) commencing on the date of the Participant's termination of Service, other than on account of death, Disability or a Termination for Cause;

Effect of Termination of Service. Except as otherwise provided in accordance with [Section 3(b) or 3(c)])] of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Units.

The following provisions shall govern the exercise of any options granted pursuant to the Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service or death:

Effect of Termination of Service. Except as otherwise provided in accordance with Section 4(b) of this Agreement, if you cease to be a Service Provider, you will immediately forfeit all unvested Restricted Shares and all retained dividends and distributions that relate to such unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation. You shall have no further rights as a shareholder of the Company with respect to the forfeited Shares, including, without limitation, any right to receive any dividend or distribution payable to shareholders of record on or after the date of such forfeiture.

Effect of Termination of Service. Except in the case of your termination due to death or Disability (as defined in the French Sub-Plan), the restrictions described in provisions [(a), (b) and (c) above] will continue to apply even if you are no longer an employee or managing corporate officer of the Company or a French Entity (as defined in the French Sub-Plan).

If such termination is due to death or Disability, all Options held by such Grantee shall vest immediately on the date of such Grantee’s death or Disability and all such Options shall be exercised within one (1) year of the date of death or Disability.

Termination Period: This Option may be exercised for three months after Grantee ceases to be a Service Provider. Upon the death or Disability of the Grantee, this Option may be exercised for twelve months following Grantee’s termination as a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided on the attached “Notice of Grant of Stock Options and Option Agreement.”

Termination of Employment: Upon death, Disability or Retirement, all unvested stock options become fully exercisable for their remaining term. Upon termination due to involuntary termination without cause, holder may exercise stock options for three months following termination, but only to the extent they were vested at the time of termination. Upon voluntary termination or termination with cause, unexercised stock options are forfeited.