Common use of EFFECT OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE Clause in Contracts

EFFECT OF TERMINATION OF EMPLOYMENT WITHOUT CAUSE. Notwithstanding anything herein to the contrary, this Stock Option shall be deemed vested and exercisable in full upon the date on which the Optionee's employment with the Company and its Related Corporations is terminated by the Company without Cause (as hereinafter defined) or by the Optionee for Good Reason. For purposes hereof, "cause" for termination shall mean: (i) dishonest statements or acts of the Optionee with respect to the Company or any Related Corporation or acting in a manner that discredits or is detrimental to the reputation, character or standing of the Company or any Related Corporation; (ii) the commission by or indictment of the Optionee for (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud, including, without limitation, any form of harassment ("indictment," for these purposes, means an indictment, probable cause hearing or any other procedure pursuant to which an initial determination of probable or reasonable cause with respect to such offense is made); (iii) the Optionee shall commit a breach of any of the covenants, terms or provisions of the standard Company employee agreements regarding inventions, proprietary rights, confidentiality and non-competition; (iv) the Optionee shall have failed to comply with written instructions from the Company's President or shall have substantially failed to perform the Optionee's duties; or (v) gross negligence, willful misconduct or insubordination of the Optionee with respect to the Company or any Related Corporation. As used herein, the term "Good Reason" shall mean the occurrence of any of the following events: (a) a substantial adverse change in the nature or scope of the Optionee's responsibilities, authorities, powers, functions or duties; (c) a reduction in the Optionee's annual base salary except for across-the-board salary reductions similarly affecting all, or substantially all, management employees; or (c) the relocation of the offices at which the Optionee is principally employed to a location more than fifty (50) miles from such offices.