Common use of Harmful Activity Clause in Contracts

Harmful Activity. If the Optionholder shall engage in any “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation, then (a) this Option, to the extent then unexercised and whether vested or unvested, shall immediately be forfeited and canceled; and (b) any Profits realized upon the exercise of this Option shall inure to the Corporation. The aforementioned restriction shall not apply in the event that Optionholder’s employment with the Corporation terminates within two years after a Change in Control if any of the following have occurred: (a) a relocation of the Optionholder’s principal place of employment more than 35 miles from the Optionholder’s principal place of employment immediately prior to the Change in Control, (b) a reduction in the Optionholder’s base salary after a Change in Control, or (c) termination of the Optionholder’s employment under circumstances in which the Optionholder is entitled to severance benefits or salary continuation or similar benefits under a change in control agreement, employment agreement, or severance or separation pay plan. If any Profits realized upon the exercise of this Option inure to the benefit of the Corporation in accordance with the first sentence of this paragraph, the Optionholder shall pay all such Profits to the Corporation within 30 days after receiving written notice from the Corporation that the Optionholder has engaged in a harmful activity. Consistent with the provisions of the Plan, the determination by the Committee as to whether the Optionholder engaged in “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. A “harmful activity” shall have occurred if the Optionholder shall do any one or more of the following:

Harmful Activity. If the Optionholder Employee shall engage in any “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation, then (a) this Option, any and all Restricted Shares held by the Employee that have vested shall be surrendered to the extent then unexercised Corporation, (b) any and whether all Restricted Shares that have not yet vested or unvested, shall immediately be forfeited and canceled; , and (bc) any Profits realized upon the exercise sale of this Option any vested Restricted Shares, on or after one year prior to the termination of employment with the Corporation, shall inure to the Corporation. The aforementioned restriction shall not apply in the event that Optionholder’s employment with the Corporation terminates within two years after a Change in Control if any of the following have occurred: (a) a relocation of the OptionholderEmployee’s principal place of employment more than 35 miles from the OptionholderEmployee’s principal place of employment immediately prior to the Change in Control, (b) a reduction in the OptionholderEmployee’s base salary after a Change in Control, or (c) termination of the OptionholderEmployee’s employment under circumstances in which the Optionholder Employee is entitled to severance benefits or salary continuation or similar benefits under a change in control agreement, employment agreement, or severance or separation pay plan. If any vested Restricted Shares are surrendered or any Profits realized upon the exercise sale of this Option any vested Restricted Shares inure to the benefit of the Corporation in accordance with the first sentence of this paragraph, the Optionholder Employee shall surrender all such forfeited Restricted Shares and pay all such Profits to the Corporation within 30 days after receiving written notice from the Corporation that the Optionholder Employee has engaged in a harmful activity. Consistent with the provisions of the Plan, the determination by the Committee as to whether the Optionholder Employee engaged in “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. A “harmful activity” shall have occurred if the Optionholder Employee shall do any one or more of the following:

Harmful Activity. If the Optionholder Employee shall engage in any “harmful activity” (as defined herein) while employed by the Corporation or within six months after termination of employment with the Corporation, then (a) this Optionall amounts of cash received by the Employee, on or after one year prior to the extent then unexercised and whether termination of employment with the Corporation, in connection with any vested or unvested, Performance Units held by the Employee shall immediately be forfeited and canceled; inure to the benefit of the Corporation and (b) any Profits realized upon and all Performance Units held by the exercise of this Option Employee that have not yet vested shall inure to the Corporationimmediately be forfeited. The aforementioned restriction shall not apply in the event that Optionholder’s employment with the Corporation terminates within two years after a Change in Control if any of the following have occurred: (a) a relocation of the OptionholderEmployee’s principal place of employment more than 35 miles from the OptionholderEmployee’s principal place of employment immediately prior to the Change in Control, (b) a reduction in the OptionholderEmployee’s base salary after a Change in Control, or (c) termination of the OptionholderEmployee’s employment under circumstances in which the Optionholder Employee is entitled to severance benefits or salary continuation or similar benefits under a change in control agreement, employment agreement, or severance or separation pay plan. If any Profits realized upon the exercise of this Option inure cash received in connection with vested Performance Units inures to the benefit of the Corporation in accordance with the first sentence of under this paragraphSection, the Optionholder shall Employee pay all such Profits amount to the Corporation within 30 days after receiving written notice from the Corporation that the Optionholder Employee has engaged in a harmful activity. Consistent with the provisions of the Plan, the determination by the Committee as to whether the Optionholder Employee engaged in “harmful activity” while employed by the Corporation or within six months after termination of employment with the Corporation shall be final and conclusive, unless otherwise determined by a majority of disinterested members of the Board. A “harmful activity” shall have occurred if the Optionholder Employee shall do any one or more of the following: