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Except as
provided in the two paragraphs next following, if, prior to the
date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated by the Company,
with or without cause, or by the act, death, incapacity or
retirement of the Optionee, the Optionee's right to exercise the
Option shall terminate on the date of such termination of
employment and all rights hereunder and under the Agreement shall
cease.
Notwithstanding
the provisions of the next preceding paragraph, if the Optionee's
employment with the Company shall be terminated by reason of
retirement, release because of disability or death, and the
Optionee had remained in the employ of the Company for at least six
months following the date of the Agreement, and subject to the
provisions of Article 3 hereof, all the Optionee's rights hereunder
and under the Agreement shall continue in effect or continue to
accrue until the date ten years after the date of the Agreement,
subject, in the event of the Optionee's death during such ten year
period, to the provisions of the sixth paragraph of this Article
and subject to any other limitation contained herein or in the
Agreement on the exercise of the Option in effect at the date of
exercise.
Notwithstanding
anything to the contrary set forth herein or in the Agreement, if
the Optionee's employment with the Company shall be terminated at
any time by reason of a sale or other disposition (including,
without limitation, a transfer to a "Joint Venture" (as hereinafter
defined)) of the division, operation or subsidiary in which the
Optionee was employed or to which the Optionee was assigned, all
the Optionee's rights under the Option shall become immediately
exercisable and continue in effect until the date five years after
the date of such termination (but not later than the date ten years
from the date of grant of the Option), provided the Optionee shall
satisfy both of the following conditions:
(a) the
Optionee, at the date of such termination, had remained in the
employ of the Company for at least three months following the grant
of the Option, and
(b) the
Optionee continues to be or becomes employed in such division,
operation or subsidiary following such sale or other disposition
and remains in such employ until the date of exercise of the Option
(unless the Committee, or any committee appointed by it for the
purpose, shall waive this condition (b)).
Upon
termination of the Optionee's employment with such (former)
division, operation or subsidiary following such sale or other
disposition, any then existing right of the Optionee to exercise
the Option shall be subject to the following limitations: (i) if
the Optionee's employment is terminated by reason of disability,
death or retirement with the approval of his or her employer, the
Optionee's rights shall continue as provided in the preceding
sentence with the same effect as if his or her employment had not
terminated; (ii) if the Optionee's employment is terminated by
reason of discharge or voluntary quit, the Optionee's rights shall
terminate on the date of such termination of employment and all
rights under the Option shall cease; and (iii) if the Optionee's
employment is terminated for any reason other than a reason set
forth in the preceding clauses (i) and (ii), the Optionee shall
have the right, within three months after such termination, to
exercise the Option to the extent that it or any installment
thereof shall have accrued at the date of such termination and
shall not have been exercised, subject in the case of any such
termination to the provisions of Article 3 hereof and any other
limitation on the exercise of the Option in effect at the date of
exercise. For purposes of this paragraph, the term "Joint Venture"
shall mean any joint venture corporation or partnership, or
comparable entity, in which the Company has a substantial equity
interest.
If, on or after
the date one year from the date of the Agreement, the Optionee's
employment with the Company shall be terminated for any reason
except retirement, release because of disability, death, release
because of a sale or other disposition of the division, operation
or subsidiary in which the Optionee was employed or to which the
Optionee was assigned, discharge, release in the best interest of
the Company or voluntary quit, the Optionee shall have the right,
within three months after such termination, to exercise the Option
to the extent that it or any installment thereof shall have accrued
at the date of such termination of employment and shall not have
been exercised, subject to the provisions of Article 3 hereof and
any other limitation contained herein or in the Agreement on the
exercise of the Option in effect at the date of
exercise.
If the
Optionee's employment with the Company shall be terminated at any
time by reason of discharge, release in the best interest of the
Company or voluntary quit, the Optionee's right to exercise the
Option shall terminate on the date of such termination of
employment and all rights hereunder and under the Agreement shall
cease.
If the Optionee
shall die within the applicable period specified in the second,
third or fourth paragraph of this Article, the beneficiary
designated pursuant to Article 6 hereof or, if no such designation
is in effect, the executor or administrator of the estate of the
decedent or the person or perso
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