Non-Competition Agreement. In the event the Executive engages in activity in violation of the Non-Competition Agreement during the applicable time period(s) set forth in the Non-Competition Agreement following the date any portion of the Option is exercised or becomes vested, the Company shall be entitled to recover from the Executive at any time during such time period(s) after such exercise or vesting, and the Executive shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter). The foregoing provisions of this Section 3(d) shall cease to apply upon a Change in Control.
(e) After giving effect to the other provisions in this Agreement, any remaining unvested portion of the Option shall, upon the Executives Termination, be non-exercisable and shall be canceled.
4. Option Term. The term of each Option shall expire on the date six months following the fifth anniversary of the Grant Date, subject to earlier termination in the event of the Executives Termination as specified in Section 5 below.
5. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Executives Termination, shall remain exercisable as follows:
(a) In the event of the Executives Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) two (2) years from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.
(b) In the event of the Executives involuntary Termination without Cause, or the Executives voluntary Termination for Good Reason, the vested portion of the Option shall remain exercisable until the expiration of the stated term of the Option pursuant to Section 4 hereof.
(c) In the event of the Executives voluntary Termination without Good Reason (other than a voluntary Termination described in Section 5(d) below), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.
(d) In the event of the Executives Termination for Cause or in the event of the Executives voluntary Termination without Good Reason within ninety (90) days after an event that would be grounds for a Termination for Cause, the Executives entire Option (whether or not vested) shall terminate and expire upon the date of such Termination.
6. Restriction on Transfer of Option. No part of the Option shall be Transferred other than by will or by the laws of descent and distribution and during the lifetime of the Executive, may be exercised only by the Executive or the Executives guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law