Notwithstanding the provisions of Section 4 of this Grant Agreement but subject to the terms of Section 18(a) in the event of the Employee's death prior to the fifth anniversary of the Grant Date, this Stock Option shall vest in full, to the extent not previously vested or forfeited. In the event of the Employee’s death at any time prior to the Expiration Date, the Employee’s legal representative or designated beneficiary shall have the right to exercise all or a portion of the Employee's vested rights under this Grant Agreement within one (1) year after the death of the Employee, and shall be bound by the provisions of the Plan. In all cases, however, this Stock Option will expire no later than the Expiration Date.

Notwithstanding the provisions of Section 4 of this Grant Agreement, in the event of the Employee's death this Stock Option shall vest in full and the Employee’s legal representative or designated beneficiary shall have the right to exercise all or a portion of the Employee's rights under this Grant Agreement within one year after the death of the Employee, and shall be bound by the provisions of the Plan. In all cases, however, this Stock Option will expire no later than the Expiration Date.

Notwithstanding the provisions of [Section 4] of this Grant Agreement, in the event of the Employee's death this Stock Option shall vest in full and the Employee’s legal representative or designated beneficiary shall have the right to exercise all or a portion of the Employee's rights under this Grant Agreement within one year after the death of the Employee, and shall be bound by the provisions of the Plan. In all cases, however, this Stock Option will expire no later than the Expiration Date.

Notwithstanding the provisions in paragraph 4 of this Grant Agreement, in the event of the Employee’s death this Stock Option shall vest in full and the Employee’s legal representative or designated beneficiary shall have the right to exercise all or a portion of the Employee’s rights under this Grant Agreement within one (1) year after the death of the Employee, and shall be bound by the provisions of the Plan. In all cases, however, this Stock Option will expire no later than the expiration date set forth above.

Notwithstanding the provisions of Section 4 of this Grant Agreement but subject to the terms of Section 18(a) in the event of the Employee’s termination of employment prior to the fifth anniversary of the Grant Date due to retirement in accordance with the applicable retirement policy, this Stock Option, to the extent not previously vested or forfeited, shall vest and become exercisable as follows:

Notwithstanding the provisions in Section 4 of this Grant Agreement but subject to the terms of Section 18(a) in the event of the Employee’s termination prior to the fifth anniversary of the Grant Date due to permanent and total disability, this Stock Option shall vest in full, to the extent not previously vested or forfeited. In the event of the Employee’s termination due to permanent and total disability at any time prior to the Expiration Date, the Employee may exercise his or her vested rights under this Grant Agreement within three (3) years from the date of termination. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that # the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company no later than the date immediately prior to the date of the Employee’s termination of employment, # the Employee has not engaged in any conduct that creates a conflict of interest in the opinion of the Company during the Employee’s active employment with the Company and any-post employment period during which the Stock Option remains outstanding and # the Employee is in compliance with any-post employment restrictions in the ARCIPD during the period in which the Stock Option remains outstanding.

Notwithstanding the provisions of [Section 4] of this Grant Agreement, in the event of the Employee’s termination due to permanent and total disability this Stock Option shall vest in full and the Employee may exercise his or her rights under this Grant Agreement within three years from the date of termination. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this Section is subject to the condition that the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company, and shall not engage in any conduct that creates a conflict of interest in the opinion of the Company.

Notwithstanding the provisions of Section 4 of this Grant Agreement, in the event of the Employee’s termination due to retirement in accordance with the applicable retirement policy, or Permanent and Total Disability, this Stock Option shall vest in full and the Employee may exercise the Employee’s rights under this Grant Agreement within three years from the date of termination. In all cases, however, this Stock Option will expire no later than the Expiration Date. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that # the Employee shall have executed a current Agreement Regarding Confidential Information and Proprietary Developments (“ARCIPD”) that is satisfactory to the Company no later than the date immediately prior to the date of the Employee’s termination of employment, # the Employee has not engaged in any conduct that creates a conflict of interest in the opinion of the Company during the Employee’s active employment with the Company and any-post employment period during which the Stock Option remains outstanding and # the Employee is in compliance with any-post employment restrictions in the ARCIPD during the period in which the Stock Option remains outstanding.

Notwithstanding the provisions in paragraph 4 of this Grant Agreement, in the event of the Employee’s termination due to retirement, in accordance with the applicable retirement policy, or permanent and total disability this Stock Option shall vest in full and the Employee may exercise his rights under this Grant Agreement within three (3) years from the date of termination. In all cases, however, this Stock Option will expire no later than the expiration date set forth above. The Company’s obligation to vest the Stock Option under this paragraph is subject to the condition that the Employee shall have executed a current ARCIPD that is satisfactory to the Company, and shall not engage in any conduct that creates a conflict of interest in the opinion of the Company.

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.