Common use of By the Company for Cause or by the Executive Without Good Reason Clause in Contracts

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the Date of Termination, (B) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable law, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action by the Company.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunderperiod, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the Date of Termination, (B) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable law, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action by the Company.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and In the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If event that the Executive’s employment is terminated by the Company for Cause, Cause or if by the Executive resigns other than for without Good Reason, the Company shall pay the Executive his accrued Base Salary and, with respect to a termination by the Executive without Good Reason, any amount of Annual Incentive Bonus fully earned and payable through the date of termination and payable under the applicable Incentive Bonus policy, expense reimbursements and all other compensation related payments that are payable as of his termination of employment date and that are related to his period of employment preceding his termination date. The Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or accrued but unused vacationexercise his vested stock options, determined as of his termination date, pursuant to the terms of the option grant. Unless the Company and the Executive agree otherwise, the Executive shall forfeit all vested equity, unvested options and any earned but unpaid bonus awards through the Date of Termination, (B) reimbursement for any unreimbursed business expenses incurred unvested Restricted Share Grants not acquired by the Executive for consideration, subject to Section 9(b) below, and the Company has the right to repurchase any unvested Restricted Share Grants that the Executive acquired for consideration in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law Equity Incentive Plan (including under with the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following result that if the Executive’s termination of employment by the Company Executive acquired such unvested Restricted Share Grants for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable lawany consideration, the Executive shall have no further rights at most be entitled to a return of such consideration). The Executive shall also be entitled to all benefits accrued and vested under any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action by employee benefit plan of the Company.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and In the event that the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s 's employment is terminated by the Company for Cause, Cause or if by the Executive resigns other than for without Good Reason, the Company shall pay the Executive his accrued Base Salary and, with respect to a termination by the Executive without Good Reason, any amount of Annual Incentive Bonus fully earned and payable through the date of termination and payable under the applicable Incentive Bonus policy, expense reimbursements and all other compensation related payments that are payable as of his termination of employment date and that are related to his period of employment preceding his termination date. The Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or accrued but unused vacationexercise his vested stock options, determined as of his termination date, pursuant to the terms of the option grant. Unless the Company and the Executive agree otherwise, the Executive shall forfeit all vested equity, unvested options and any earned but unpaid bonus awards through the Date of Termination, (B) reimbursement for any unreimbursed business expenses incurred unvested Restricted Share Grants not acquired by the Executive for consideration, subject to Section 9(b) below, and the Company has the right to repurchase any unvested Restricted Share Grants that the Executive acquired for consideration in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law Equity Incentive Plan (including under with the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following result that if the Executive’s termination of employment by the Company Executive acquired such unvested Restricted Share Grants for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable lawany consideration, the Executive shall have no further rights at most be entitled to a return of such consideration). The Executive shall also be entitled to all benefits accrued and vested under any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action by employee benefit plan of the Company.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunderperiod, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receive: (A) any earned accrued but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the Date of Termination, (B) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurredpolicy), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law hereunder (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable law, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested or unexercised option or restricted stock grant awards shall immediately be cancelled without terminate but Executive shall keep any and all vested but unexercised options or restricted stock grant awards which will remain subject to the need for any action by terms of the Companyapplicable award agreements.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receivereceive from the Company: (A) any earned but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through the Date of Termination (with any unpaid Base Salary and/or accrued but unused vacation, and any earned but unpaid bonus awards being paid on the Date of Termination,); and (B) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedTermination). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable lawlaw or the terms of the Plan, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested option options or restricted stock grant awards or any other equity awards shall immediately be cancelled without the need for any action by the Company.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or accrued but unused vacation, and all vested equity, and any earned but unpaid bonus awards through the Date of Termination,; (B) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), ; and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable law, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action by the Company.

By the Company for Cause or by the Executive Without Good Reason. (a) If, during the Term: (i) The Term and the Company terminates the Executive’s employment hereunder may be terminated by with the Company for Cause, immediately Cause (as defined below) upon written notice from the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunder, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason Company; or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for terminates employment without Good ReasonReason (as defined below) in accordance with Section 5.4, the Executive shall be entitled to receivereceive the following: (A) any earned the Executive’s accrued but unpaid Base Salary and/or accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards through to the Date date of Termination,termination in accordance with Section 4.1 above; (B) reimbursement for any unreimbursed business expenses incurred by employee benefits that the Executive is entitled to receive pursuant to any employee benefit plan or program of the Company (other than any severance plans) in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation terms of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), andemployee benefit plan or program; (C) such Employee Benefitsany accrued but unpaid paid time off to be paid in accordance with applicable Company policy; (D) other than following a termination by the Company for Cause, the unpaid portion of the Bonus, if any, as relating to which he may be entitled upon termination any year prior to the fiscal year of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended). Following the Executive’s termination, payable in accordance with Section 4.2(a) above; (E) other than following a termination of employment by the Company for Cause Cause, the Value Creation Bonus, to the extent not previously paid, payable on the thirtieth (30th) day following the Termination Date; provided that prior to the Termination Date, the VCB Effective Date has occurred; (F) expenses reimbursable under Section 4.4 above incurred but not yet reimbursed to the Executive to the date of termination (collectively, the “Accrued Benefits”). (b) For the purposes of this Agreement, “Cause” means: (i) the Executive’s indictment for, conviction of, or if he resigns other than for Good Reasonplea of no contest to a felony or any crime involving dishonesty or theft; (ii) the Executive’s conduct in connection with the Executive’s employment duties or responsibilities that is fraudulent, except as unlawful or grossly negligent; (iii) the Executive’s willful misconduct; (iv) the Executive’s contravention of specific lawful directions related to a material duty or responsibility which is directed to be undertaken from the Board; (v) the Executive’s material breach of the Executive’s obligations under this Agreement, including, but not limited to breach of the Executive’s restrictive covenants set forth above in Section 6 hereof; (vi) any acts of dishonesty by the Executive resulting or intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; (vii) failure to maintain Executive’s primary residence in the Houston, Texas metropolitan area, or such other location as required agreed to in writing by applicable lawthe Parties; or (viii) the Executive’s failure to comply with a material policy of the Company, its subsidiaries or affiliates; provided, however, that none of the events described in clauses (iv), (v) or (viii) of this sentence shall constitute Cause unless and until (x) the Board reasonably determines in good faith that a Cause event has occurred, (y) the Board notifies the Executive in writing describing in reasonable detail the event which constitutes Cause within five (5) days of its occurrence, and (z) if the grounds for Cause are reasonably curable, the Executive shall have fails to cure such event within five (5) days after the Executive’s receipt of such written notice. For purposes of clause (iii) of the prior sentence, no further rights act or failure to any compensation or any other benefits or perquisites under this Agreement and all unvested option or restricted stock grant awards shall immediately be cancelled without the need for any action act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that the Executive’s action or omission was in the best interests of the Company. The Board shall make all determinations related to Cause.

By the Company for Cause or by the Executive Without Good Reason. (i) The Term and the Executive’s employment hereunder may be terminated by the Company for Cause, immediately upon the delivery of a Notice of Termination by the Company to the Executive (except where the Executive is entitled to a cure period hereunderperiod, in which case such Date of Termination shall be upon the expiration of such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated by the Company for Cause, or if the Executive resigns other than for Good Reason, the Executive shall be entitled to receive: (A) any earned but unpaid Base Salary and/or and accrued but unused vacation, all vested equity, and any earned but unpaid bonus awards (pro-rata) Annual Bonus through the Date of Termination,; (B) a (pro-rata) Annual Bonus shall be paid to the Executive no later than March 15 of the year following the calendar year in which the Date of Termination occurred; and (C) reimbursement for any unreimbursed business expenses incurred by the Executive in accordance with the Company’s policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the year in which the Date of Termination occurred), and (C) such Employee Benefits, if any, as to which he may be entitled upon termination of employment under the terms of the plan documents and applicable law (including under the applicable provisions of Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedTermination). Following the Executive’s termination of employment by the Company for Cause or if he resigns other than for Good Reason, except as set forth above or as required by applicable lawlaw or the terms of any applicable Company benefit plan, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested option options or restricted stock grant awards or any other equity awards shall immediately be cancelled without the need for any action by the Company.