Common use of Conditions to Exercise of Options Clause in Contracts

Conditions to Exercise of Options. No Option may be exercised by --------------------------------- Optionee to the extent that, at the time of such proposed exercise, Optionee is not, in the reasonable discretion of the Board, providing, when and as requested by the Corporation, Services in a manner and on economic terms reasonably satisfactory to the Corporation and consistent with past practice; provided, -------- however, that (i) upon Optionee's death or incapacitation or (ii) upon ------- termination of Optionee's employment by the Corporation without Cause, Optionee shall be entitled to exercise, pursuant to the terms and conditions of this Agreement, all Options that have vested on or prior to the date of death or incapacitation or termination, as the case may be. For purposes of this Agreement, "Cause" means (i) a material breach of any agreement with the ----- Corporation, its subsidiaries, affiliates or corporate parent or its stockholders by Optionee (after notice and reasonable opportunity to cure), (ii) a breach of Optionee's duty of loyalty to the Corporation or any of its subsidiaries, affiliates or corporate parent or any act of dishonesty, gross negligence, willful misconduct or fraud with respect to the Corporation or any of its subsidiaries, affiliates or corporate parent or any of their respective stockholders, customers or suppliers, (iii) the commission by Optionee of a felony, a crime involving moral turpitude or other act or omission tending to cause harm to the standing and reputation of, or otherwise bring public disgrace or disrepute to, the Corporation or any of its subsidiaries, affiliates or corporate parent, (iv) Optionee's continued failure or refusal to perform any material duty to the Corporation or any of its subsidiaries, affiliates or corporate parent which is normally attached to his position (after notice and reasonable opportunity to cure), or (v) Optionee's gross negligence or willful misconduct in performing those duties which are normally attached to his position (after notice and reasonable opportunity to cure). For purposes of this Agreement, "Optionee's duty of loyalty to the --------------------------------- Corporation or any of its subsidiaries, affiliates or corporate parent" shall ---------------------------------------------------------------------- include Optionee's fiduciary obligation to place the interests of the Corporation and its subsidiaries, affiliates or corporate parent ahead of his personal interests and thereby not knowingly profit personally at the expense of the Corporation or any of its subsidiaries, affiliates or corporate parent, and shall also include specifically the affirmative obligation to disclose promptly to the Board any known conflicts of interest Optionee may have with respect to the Corporation and its subsidiaries, affiliates or corporate parent, and the negative obligations not to usurp corporate opportunities of the Corporation or any of its subsidiaries, affiliates or corporate parent, not to engage in any "conflict-of-interest" transactions with the Corporation or its subsidiaries, affiliates or corporate parent (without the approval of the Board), and not to compete directly with the Corporation or its subsidiaries, affiliates or corporate parent (without the approval of the Board).

Conditions to Exercise of Options. No Option may be exercised by --------------------------------- Optionee to the extent that, at the time of such proposed exercise, Optionee is not, in the reasonable discretion of the Board, providing, when and as requested by the Corporation, Services in a manner and on economic terms reasonably satisfactory to the Corporation and consistent with past practice; provided, -------- however, that (i) upon Optionee's death or incapacitation or (ii) upon ------- termination of Optionee's employment by the Corporation without Cause, Optionee shall be entitled to exercise, pursuant to the terms and conditions of this Agreement, all Options that have vested on or prior to the date of death or incapacitation or termination, as the case may be. For purposes of this Agreement, "Cause" means (i) a material breach of any agreement with the ----- Corporation, its subsidiaries, affiliates or corporate parent or its stockholders by Optionee (after notice and reasonable opportunity to cure), (ii) a breach of Optionee's duty of loyalty to the Corporation or any of its subsidiaries, affiliates or corporate parent or any act of dishonesty, gross negligence, willful misconduct or fraud with respect to the Corporation or any of its subsidiaries, affiliates or corporate parent or any of their respective stockholders, customers or suppliers, (iii) the commission by Optionee of a felony, a crime involving moral turpitude or other act or omission tending to cause harm to the standing and reputation of, or otherwise bring public disgrace or disrepute to, the Corporation or any of its subsidiaries, affiliates or corporate parent, (iv) Optionee's continued failure or refusal to perform any material duty to the Corporation or any of its subsidiaries, affiliates or corporate parent which is normally attached to his position (after notice and reasonable opportunity to cure), or (v) Optionee's gross negligence or willful misconduct in performing those duties which are normally attached to his position (after notice and reasonable opportunity to cure). For purposes of this Agreement, "Optionee's ---------- duty of loyalty to the --------------------------------- Corporation or any of its subsidiaries, affiliates or ---------------------------------------------------------------------------- corporate parent" shall ---------------------------------------------------------------------- include Optionee's fiduciary obligation to place the ---------------- interests of the Corporation and its subsidiaries, affiliates or corporate parent ahead of his personal interests and thereby not knowingly profit personally at the expense of the Corporation or any of its subsidiaries, affiliates or corporate parent, and shall also include specifically the affirmative obligation to disclose promptly to the Board any known conflicts of interest Optionee may have with respect to the Corporation and its subsidiaries, affiliates or corporate parent, and the negative obligations not to usurp corporate opportunities of the Corporation or any of its subsidiaries, affiliates or corporate parent, not to engage in any "conflict-of-interest" transactions with the Corporation or its subsidiaries, affiliates or corporate parent (without the approval of the Board), and not to compete directly with the Corporation or its subsidiaries, affiliates or corporate parent (without the approval of the Board).