Common use of Cause and Competition Clause in Contracts

Cause and Competition. If the services of the Grantee for the Company and its Subsidiaries are terminated for "Cause" (as defined below) or the Grantee terminates his or her services and commences performing services for a competitor (as defined below), the Grantee's rights under any then outstanding Option, whether or not accrued or vested, shall terminate at the time of termination of the Grantee's services for the Company and its Subsidiaries. "Cause" shall mean termination based upon (i) the willful failure by the Grantee to follow directions communicated to him by the Board; (ii) the willful engaging by the Grantee in conduct that is materially injurious to the Company, monetarily or otherwise; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Grantee to an act of fraud, misappropriation or embezzlement or to a felony; (iv) the Grantee's habitual drunkenness or use of illegal substances; (v) a material breach by the Grantee of his employment agreement; or (vi) an act of gross neglect or gross misconduct which the Company deems to be good and sufficient cause. "Competitor" shall mean any person or entity engaged in a business competitive (in the good faith judgment of the Board or Committee) with that of the Company.