Common use of Involuntary Termination of Service for Cause or Voluntary Termination of Service without Good Reason Clause in Contracts

Involuntary Termination of Service for Cause or Voluntary Termination of Service without Good Reason. If the Grantee incurs an involuntary Termination of Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Termination of Service without Good Reason (as defined below), all Restricted Shares, that have not Vested prior to such Termination of Service shall be immediately forfeited to the Company without payment of any consideration or amount to the Grantee or any other Person in connection with such forfeiture. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Termination of Service on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (A) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (B) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (C) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition.

Involuntary Termination of Service for Cause or Voluntary Termination of Service without Good Reason. If the Grantee incurs an involuntary Termination of Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Termination of Service without Good Reason (as defined below), all Restricted Shares, that have Options not Vested exercised prior to the date of such Termination of Service Service, whether vested or not, shall be immediately forfeited to the Company without payment of any consideration or amount to the Grantee or any other Person in connection with such forfeitureterminate immediately. For purposes of this Agreement, “Good Reason” shall mean (ix) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (iiy) the Grantee’s Termination of Service on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (A) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (B) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (C) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition.

Involuntary Termination of Service for Cause or Voluntary Termination of Service without Good Reason. If the Grantee incurs an involuntary Termination of Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Termination of Service without Good Reason (as defined below), all Restricted Shares, that have Options not Vested exercised prior to the date of such Termination of Service Service, whether vested or not, shall be immediately forfeited to the Company without payment of any consideration or amount to the Grantee or any other Person in connection with such forfeitureterminate immediately. For purposes of this Agreement, “Good Reason” shall mean (ix) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (iiy) the Grantee’s Termination of Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (A) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (B) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (C) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition.