11
(vii)
Involuntary
Termination.
If the Optionee’s
employment
by the Company terminates involuntarily at the initiation
of the
Company for any reason
other than specified in Plan Section 11,
or (i), (iv) or (v) herein, and
only
upon the
execution (without
revoking)
of an effective
general legal release
and such
other
documents as are
satisfactory to
the Company, and (A) to the extent these Stock
Options are already exercisable
on
the Termination Date, they shall
remain exercisable for
the
lesser of one year from
the date of termination,
or until the Expiration
Date;
and/or (B)
to the
extent
these Stock Options
are not yet
exercisable on
the
Termination Date, then the tranche
with a Scheduled
Date Exercisable within 12 months of the Termination
Date, shall become
exercisable as of the Termination
Date,
in a pro-rata amount
based
on actual employment completed during
the relevant 12 month
tranche
vesting
period,
with such newly-exercisable
Stock
Options remaining exercisable for
one year from the
Termination
Date.
Stock
Options that do
not
become
exercisable based
on the previous
provisions
shall
be forfeited
as of the
Termination
Date.
(viii)
Death.
If an Optionee dies while employed with the Company or any Subsidiary or
affiliated
companies during
any
applicable
vesting
period,
this
Award
shall
become
fully
vested
and
exercisable
upon
death
and
may
be
exercised
by
the
person
designated
as
such
Optionee’s
beneficiary
or
beneficiaries
or,
in
the
absence
of
such
designation, by the Optionee’s estate.
The
Stock Option shall remain exercisable until the Expiration Date.
(ix)
Retirement.
If the termination of employment is due to retirement on or after age 62, the
Optionee
may, effective
as of each tranche’s
Scheduled
Date Exercisable, exercise these Stock Options until the
Expiration
Date.
If the
Participant retires before age 62 but after age 55, (A) any tranche not
already
exercisable on the Termination
Date
shall either become exercisable if its respective Scheduled Date
Exercisable
is within 12 months of the
Termination
Date, and remain so until the Expiration Date, in a pro-rata
amount based on actual employment
completed during the tranche’s 12
month
vesting period, or be forfeited if the tranche’s
Scheduled Date
Exercisable is more than 12 months from the Termination
Date; and (B) if any
tranches are exercisable they shall
remain exercisable until the Expiration
Date.
(x)
Spin-offs
and Other Divestitures.
If the termination of employment is due to the
divestiture, cessation, transfer,
or
spin-off of a line
of
business or other activity of
the Company, the Committee, in its
sole
discretion, shall determine
the conversion, vesting, or other treatment of
the Stock Option.
3.
Exercise of the Option.
(d)
Method
of Exercise
. Optionee may exercise the vested portion of the Stock
Option
(provided the Fair Market Value of
the shares of Common
Stock
exercised exceeds the exercise
price) prior to the Expiration
Date of
the Stock Option
by
delivering
a
notice of
exercise in
such
form
as may
be designated
by
the
Company from
time to
time,
or
making the
required electronic election with the
Company’s
designated broker, and paying
the exercise price and any
Tax
-Related
Items (as
defined
in section 5 below)
and costs to
the
Company’s
stock plan administrator
or such other
person as the
Company may
designate,
together
with such
additional documents
as
the
Company may
then require
pursuant
to
the
terms of the Plan.
(e)
Method
of Payment
. Payment of the
exercise price may
be
made by one of
the methods available under
the Company’s
exercise procedures, which may include:
(iv)
Payment by cash
or
check.
(v)
Payment
by
transfer to
the Company
of
whole
shares of
Common Stock
Optionee
already
owns having
a Fair
Market Value
determined
at
the time
of exercise
of
the
Stock Option
equal to,
but
not
exceeding, the
exercise
price and any Tax-Related
Items; and
(vi)
A “same day
sale”
transaction pursuant to which
a third party (engaged
by you or the
Company)
loans funds to
you to
enable
you to purchase
shares of Common
Stock and
pay
any Tax-Related Items, and then
sells a sufficient
number of the
exercised shares
of
Common Stock on
your behalf to
enable you
to
repay the loan
and any fees.
The remaining shares of Common Stock and/or cash are then delivered
by the
third party to the Optionee.
The Company
may suspend,
or
eliminate, various
forms of permissible
payment
of
the exercise price
from time to
time
in its
sole
discretion.
Further, notwithstanding
any provision
within
this
Agreement to
the contrary,
if
the
Optionee is
a
resident or provides services outside of the United States, the Committee
may
require that the Optionee (or in the event of
the Optionee’s death,
his or her legal representative, as the case may be) exercise the Stock Option in a method other than
as specified above, may require
the Optionee to exercise the
Stock Option only by means of a “same
day sale” transaction
(either a
“sell-all”
transaction
or a
“sell-to-cover” transaction)
as
it
determines in
its sole
discretion,
or
may require
the
Optionee to
sell
any
shares of
Common Stock
the
Optionee
acquires under
the Plan
immediately
or
within a
specified