Common use of Mandatory Suspension and Cancellation of Stock Clause in Contracts

Mandatory Suspension and Cancellation of Stock. In the event Chartwell reasonably believes Director has committed an act of misconduct including, but limited to acts specified below, the Chartwell may suspend Director's right in his or her Restricted Stock Award granted hereunder pending final determination by the Board of Directors. If Director is determined by the Board to have: (a) committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to Chartwell or a subsidiary; (b) deliberately disregarded the rules of Chartwell or a subsidiary which resulted in loss, damage or injury to Chartwell or a subsidiary; (c) made any unauthorized disclosure of any trade secret or confidential information of Chartwell or a subsidiary; (d) induced any partner, collaborator, client or customer of Chartwell or a subsidiary to break any contract with Chartwell or a subsidiary or induced any principal for whom Chartwell or a subsidiary acts as agent to terminate such agency relations; (e) engaged in any substantial conduct which constitutes unfair competition with Chartwell or a subsidiary; or (f) violated any requirement of the federal Environmental Protection Agency or any analogous state regulatory agency, neither Director nor Director's estate shall be entitled to shares of the Restricted Stock hereunder, whether vested or unvested. The determination of the Board shall be final and conclusive. In making its determination, the Board shall give the Director an opportunity to appear and be heard at a hearing before the full Board and present evidence on Director's behalf.