Misconduct by Participant. If the Board of Directors (excluding the Participant accused of such misconduct) determines that the Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of the Corporation's rules resulting in loss, damage or injury to the Corporation, or if the Participant makes an unauthorized disclosure of the Corporation's trade secrets or confidential information, engages in any conduct constituting unfair competition, induces any of the Corporation's customers to breach a contract with the Corporation or induces any principal for whom the Corporation acts as agent to terminate such agency relationship, neither the Participant nor his or her estate shall be entitled to exercise any Option whatsoever. In making such determination, the Board of Directors shall provide the Participant an opportunity to appear and present evidence on the Optionee's behalf at a hearing before the Board of Directors or a committee of the Board of Directors.
Appears in 7 contracts
Samples: Non Employee Director Stock Option Agreement (Vitamin Shoppe Industries), Non Employee Director Stock Option Agreement (Vitamin Shoppe Industries), Non Employee Director Stock Option Agreement (Vitaminshoppe Com Inc)
Misconduct by Participant. If the Board of Directors (excluding the Participant accused of such misconduct) determines that the Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of an obligation owed to the Corporation, breach of fiduciary duty or deliberate disregard of the Corporation's rules resulting in loss, damage or injury to the Corporation, or if the Participant makes an unauthorized disclosure of the Corporation's trade secrets or confidential information, engages in any conduct constituting unfair competition, induces any of the Corporation's customers to breach a contract with the Corporation or induces any principal for whom the Corporation acts as agent to terminate such agency relationship, neither the Participant nor his or her estate shall be entitled to exercise any Option whatsoever. In making such determination, the Board of Directors shall provide the Participant an opportunity to appear and present evidence on the Optionee's behalf at a hearing before the Board of Directors or a committee of the Board of Directors.
Appears in 3 contracts
Samples: Non Employee Director Stock Option Agreement (Vitaminshoppe Com Inc), Non Employee Director Stock Option Agreement (Vitaminshoppe Com Inc), Non Employee Director Stock Option Agreement (Vitaminshoppe Com Inc)
