4. TERM OF OPTION.
The Option shall terminate ten (10) years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five (5) years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.
If the Employee ceases to be an employee of the Company or of an Affiliate (for any reason other than the death or Disability of the Employee or termination of the Employees employment for cause (as defined in the Plan)), the Option may be exercised, if it has not previously terminated, within three (3) months after the date the Employee ceases to be an employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment.
Notwithstanding the foregoing, in the event of the Employees Disability or death within three (3) months after the termination of employment, the Employee or the Employees Survivors may exercise the Option within one (1) year after the date of the Employees termination of employment, but in no event after the date of expiration of the term of the Option.
In the event the Employees employment is terminated by the Employees employer for cause (as defined in the Plan), the Employees right to exercise any unexercised portion of this Option shall cease immediately as of the time the Employee is notified his or her employment is terminated for cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employees termination as an employee, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employees termination, the Employee engaged in conduct which would constitute cause, then the Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.
In the event of the Disability of the Employee, as determined in accordance with the Plan, the Option shall be exercisable within one (1) year after the Employees termination of employment or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:
(a) to the extent that the Option has become exercisable but has not been exercised as of the date of Disability; and
(b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability.