PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability. The Option will vest and become exercisable according to Section 2.3. Notwithstanding anything in the Grant Notice, the Plan or this Agreement to the contrary, unless the Committee otherwise determines, the Option will immediately expire and be forfeited as to any portion that is not vested and exercisable as of Participants Termination of Service for any reason except as provided in Section 3.3.
3.2 Duration of Exercisability. The Vesting Schedule is cumulative. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.
3.3 Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:
(a) The tenth anniversary of the Grant Date (the Final Expiration Date);
(b) Except as the Committee may otherwise approve, the expiration of thirty (30) days from the date of Participants Termination of Service, unless Participants Termination of Service is (i) for Cause, (ii) a termination without Cause or resignation by Participant for Good Reason, in each case, within two (2) years following a Change in Control or (iii) by reason of Participants death or Disability;
(c) Except as the Committee may otherwise approve, the expiration of ninety (90) days from the date of Participants Termination of Service for Cause or as a result of Participants resignation for Good Reason, in each case, within two (2) years following a Change in Control;
(d) Except as the Committee may otherwise approve, the expiration of one (1) year from the date of Participants Termination of Service by reason of Participants death or Disability; and
(e) Except as the Committee may otherwise approve, Participants Termination of Service for Cause.
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. During Participants lifetime, only Participant may exercise the Option. After Participants death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by the legal representative of the Participants estate as provided in the Plan.
4.2 Exercise Procedures. Subject to the earlier expiration of the Option as provided herein, the Option may be exercised, by (a) providing written notice to the Company in the form prescribed by the Committee from time to time at any time and from time to time after the Grant Date, which notice shall be delivered to the Company in the form, and in the manner, designated