Common use of Term; Forfeiture Clause in Contracts

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Optionee’s termination of service with the Group as an employee, independent contractor or member of the Board (“Termination of Service”), the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is six (6) months following the date of the Optionee’s Termination of Service due to death; iii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Termination of Service due to the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code); iv. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service by the Company without Cause (as defined below); v. immediately upon the Optionee’s Termination of Service by the Company for Cause; vi. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Retirement, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; and viii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Optionee is residing as of the date in question. b. For the purposes hereof, “Cause” shall mean, unless otherwise defined in an employment agreement with respect to the termination of the Optionee’s employment with the Company (in which case such cause definition and process shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: (i) misconduct or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities to the Company or any member of the Group; (ii) the Optionee’s material breach of any restrictive covenant agreement between the Optionee and any member of the Group; (iii) the Optionee’s commission of an act or acts constituting a felony or any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Group, including economically or reputationally; (iv) the Optionee’s commission of fraud, embezzlement, theft or other act involving dishonesty; (v) other conduct by the Optionee that is or could be reasonably expected to be materially harmful to the business interests or reputation of any member of the Group; (vi) the Optionee’s breach of a fiduciary duty owed to the Company or a member of the Group, including acting in conflict with the business interests of any member of the Group; or (vii) the Optionee’s material breach of this Agreement or an employment policy or code of conduct of member of the Group. If, within six months following the Optionee’s Termination of Service for any reason other than for Cause, it is discovered that the Optionee’s employment or service could have been terminated for Cause, such Optionee’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated for Cause for all purposes under the Plan, and the Optionee shall be required to repay to the Company all amounts received by the Optionee and his or her permitted transferees in connection with the Optioned Shares following such termination that would have been forfeited under the Plan had such termination been for Cause.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Optionee’s termination of service with the Group as an employee, independent contractor or member of the Board (“Termination of Service”)vested, the Stock Option will be terminated terminate on that datethe earlier of (i) the date of the Participant’s Termination of Service and (ii) the fourth anniversary of the Date of Grant. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is six (6) months following the date of the Optionee’s Termination of Service due to death; iii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Termination of Service due to the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code); iv. 5 p.m. on the date which that is ninety (90) days following the date of the Optionee’s Termination of Service by the Company without Cause (as defined below); v. immediately upon the Optionee’s Termination of Service by the Company for Cause; vi. 5 p.m. on the date which is ninety (90) days following the date of the OptioneeParticipant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; viiiii. 5 p.m. on immediately upon the date which is twelve Participant’s Termination of Service by the Company for Cause (12) months following the date of the Optionee’s Retirement, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; anddefined below); viiiiv. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this ; or v. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement to a specific time shall refer to entered into between the time zone in which a Optionee is residing as of Company and the date in questionParticipant. b. For the purposes hereof, “Cause” shall mean, unless otherwise defined have the meaning set forth in an the employment agreement with respect to the termination of the Optionee’s employment with or other service agreement by and between the Company (and the Participant; provided, that, if no such agreement is in which case effect or such cause definition and process agreement does not define such term, then “Cause” shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: mean (i) misconduct acts of fraud or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence dishonesty in the performance ofcourse of employment or service, his or her duties and responsibilities (ii) violations of law causing material harm to the Company, (iii) substance abuse causing harm to the Company or any member of the Group; (ii) the Optionee’s material breach of any restrictive covenant agreement between the Optionee and any member of the Group; (iii) the Optionee’s commission of an act or acts constituting a felony or any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Groupimpairing performance, including economically or reputationally; (iv) the Optionee’s commission conviction of frauda felony involving moral turpitude, embezzlement, theft or other act involving dishonesty; (v) other conduct by insubordination, dereliction of duties, habitual absenteeism, or material failure to follow reasonable Company instructions after (solely in the Optionee that is or could be reasonably expected to be materially harmful case of this clause (v)) notice to the business interests or reputation of any member of the Group; (vi) the Optionee’s breach of a fiduciary duty owed to the Company or a member of the Group, including acting in conflict with the business interests of any member of the Group; or (vii) the Optionee’s material breach of this Agreement or an employment policy or code of conduct of member of the Group. If, within six months following the Optionee’s Termination of Service for any reason other than for Cause, it is discovered that the Optionee’s employment or service could have been terminated for Cause, such Optionee’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated for Cause for all purposes under the Plan, Participant and the Optionee Participant’s failure to correct same within the time period specified in the notice, which time period shall be required to repay to the Company all amounts received by the Optionee and his or her permitted transferees in connection with the Optioned Shares following such termination that would have been forfeited under the Plan had such termination been for Causenot less than ten (10) business days.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Optionee’s termination of Optionee terminates all service with the Group (as an employee, independent contractor outside director or member of consultant) with the Board (“Termination of Service”)Company for any reason, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is six twenty-four (624) months following the date of the Optionee’s Termination termination of Service service due to death; iii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Termination termination of Service service due to the Optionee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Code)disability; iv. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination termination of Service service by the Company without Cause (as defined below); v. immediately upon the Optionee’s Termination termination of Service by the Company service for Cause; vi. 5 p.m. on the date which is ninety thirty (9030) days following the date of the Optionee’s Termination termination of Service service for any reason not otherwise specified in this Section 4.a3.a.; vii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Retirement, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; and viiivii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 6 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Optionee is residing as of the date in question. b. For the purposes hereof, “Cause” shall mean, unless otherwise defined in an employment agreement with respect to exist if the termination of the Optionee’s employment with the Company (in which case such cause definition and process shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: Optionee (i) misconduct breaches any of the material terms or material failure or refusal conditions of any agreement to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities provide services to the Company Group, including, without limitation, the breach of any duty of non-disclosure or any member of the Groupnon-competition; (ii) the Optionee’s material breach of any restrictive covenant agreement between the Optionee and any member of the Group; (iii) the Optionee’s commission of an act engages in willful misconduct or acts constituting a felony or in bad faith with respect to any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Group, including economically or reputationally; (iv) the Optionee’s commission of fraud, embezzlement, theft or other act involving dishonesty; (v) other conduct by the Optionee that is or could be reasonably expected to be materially harmful to the business interests or reputation of any member of the Group; (vi) the Optionee’s breach of a fiduciary duty owed to the Company or a member of the Group, including acting company in conflict with the business interests of any member of the Group; or (viiiii) is convicted of a criminal offence involving moral turpitude. Notwithstanding anything herein to the Optionee’s material breach of this Agreement or an employment policy or code of conduct of member of contrary, if the Group. If, within six months following the Optionee’s Termination of Service for any reason other than for Cause, it Optionee is discovered that the Optionee’s employment or service could have been terminated for Cause, such Optionee’s employment then all Optioned Shares (including vested Optioned Shares), whether exercisable or service shall, at not on the discretion of date that the Committee, be deemed Group delivers to have been terminated for Cause for all purposes under the Plan, and the Optionee a termination notice, shall expire and may not be required to repay to the Company all amounts received by the Optionee and his or her permitted transferees in connection with the Optioned Shares following such termination that would have been forfeited under the Plan had such termination been for Causeexercised.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which SARs that are not vested unvested on the date of the OptioneeParticipant’s termination of service with the Group as an employee, independent contractor or member of the Board (“Termination of Service”), the Stock Option will be terminated Service shall terminate on that date. The unexercised portion Unexercised SARs that are vested shall terminate on the first to occur of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occurfollowing: i. (i) 5 p.m. on , 20 , (the date the Option Period terminates; ii. 5 p.m. on the date which is six (6) months following period of time extending from the date of this Agreement to such date being referred to herein as the Optionee’s Termination of Service due to death“SARs Period”); iii. (ii) 5 p.m. on the date which is twelve (12) months following the date of the OptioneeParticipant’s Termination of Service due to the Optionee’s permanent death or Total and total disability (within the meaning of Section 22(e)(3) of the Code)Permanent Disability; iv. (iii) 5 p.m. on the date which is ninety (90) days following the date of the OptioneeParticipant’s Termination of Service by for any reason not otherwise specified in this Section 5. Notwithstanding any provision contained herein to the Company contrary, if a Participant is terminated without Cause (as defined in Section 5.c. below); v. ) or terminates his or her employment for Good Reason (as defined in Section 5.d. below) within the ninety (90) day period immediately preceding the occurrence of a Change in Control, then immediately upon the Optionee’s Termination Change in Control, any previously forfeited unvested SARs shall be reinstated, 100% vested and exercisable, and such SARs and any other vested SARs, shall not terminate until the earlier of Service by the Company for Cause; vi. date set forth in Section 5.a.(i) above or 5 p.m. on the date which is ninety (90) days following the effective date of the OptioneeChange in Control. b. Notwithstanding the foregoing provisions of this Section 5, if the Participant’s Termination of Service is for any reason not otherwise specified “Cause” (as defined in this Section 4.a.; vii5.c. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Retirementbelow), or, solely then in such event and without notice to the extent any of Participant, the Optioned Shares Company shall have the right to immediately terminate the unexercised SARs that are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; and viii. 5 p.m. on the date the Company causes any portion Termination of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Optionee is residing as of the date in questionService. b. c. For the purposes hereof, “Cause” shall meanhave the meaning set forth in the Participant’s employment agreement with the Company, unless otherwise defined in or, if the employment agreement does not contain a definition of “cause” or the Participant has not entered into an employment agreement with respect to the termination of the Optionee’s employment with the Company (in which case such cause definition and process Company, shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: (i) misconduct or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities to the Company or any member of the Group; (ii) the Optionee’s material breach of any restrictive covenant agreement between the Optionee and any member of the Group; (iii) the Optionee’s commission of an act or acts constituting a felony or any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Group, including economically or reputationally; (iv) the Optionee’s commission of fraud, embezzlement, theft or other act involving dishonesty; (v) other conduct by the Optionee that is or could be reasonably expected to be materially harmful to the business interests or reputation of any member of the Group; (vi) the Optionee’s breach of a fiduciary duty owed to the Company or a member of the Group, including acting in conflict with the business interests of any member of the Group; or (vii) the Optionee’s material breach of this Agreement or an employment policy or code of conduct of member of the Group. If, within six months following the Optionee’s Termination of Service for any reason other than for Cause, it is discovered that the Optionee’s employment or service could have been terminated for Cause, such Optionee’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated for Cause for all purposes under the Plan, and the Optionee shall be required to repay to the Company all amounts received by the Optionee and his or her permitted transferees in connection with the Optioned Shares following such termination that would have been forfeited under the Plan had such termination been for Cause.mean:

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares which are not vested on the date of the Optionee’s termination of service with the Group as an employee, independent contractor or member of the Board (“Termination of Service”), the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. 5 p.m. on the date which is six twelve (612) months following the date of the Optionee’s Termination of Service due to death; iii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Termination of Service due to the Optionee’s permanent Total and total disability (within the meaning of Section 22(e)(3) of the Code)Permanent Disability; iv. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service by the Company without Cause (as defined below); v. immediately upon the Optionee’s Termination of Service by the Company for Cause; vi. 5 p.m. on the date which is ninety (90) days following the date of the Optionee’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vii. 5 p.m. on the date which is twelve (12) months following the date of the Optionee’s Retirement, or, solely to the extent any of the Optioned Shares are not vested as of the date twelve (12) months following the date of the Optionee’s Retirement, ninety (90) days after the date on which such Optioned Shares vest; and viii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. Any reference in this agreement to a specific time shall refer to the time zone in which a Optionee is residing as of the date in question. b. For the purposes hereof, “Cause” shall mean, unless otherwise defined in an employment agreement with respect to the termination of the Optionee’s employment with the Company (in which case such cause definition and process shall apply in lieu of this paragraph), the occurrence of one or more of the following events, as determined by the Committee in its good faith: (i) misconduct or material failure or refusal to perform (other than by reason of disability or an approved leave of absence), or substantial negligence in the performance of, his or her duties and responsibilities to the Company or any member of the Group; (ii) the Optionee’s material breach of any restrictive covenant agreement between the Optionee and any member of the Group; (iii) the Optionee’s commission of an act or acts constituting a felony or any crime involving moral turpitude or that has or reasonably could be expected to have an adverse effect on any member of the Group, including economically or reputationally; (iv) the Optionee’s commission of fraud, embezzlement, theft or other act involving dishonesty; (v) other conduct by the Optionee that is or could be reasonably expected to be materially harmful to the business interests or reputation of any member of the Group; (vi) the Optionee’s breach of a fiduciary duty owed to the Company or a member of the Group, including acting in conflict with the business interests of any member of the Group; or (vii) the Optionee’s material breach of this Agreement or an employment policy or code of conduct of member of the Group. If, within six months following the Optionee’s Termination of Service for any reason other than for Cause, it is discovered that the Optionee’s employment or service could have been terminated for Cause, such Optionee’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated for Cause for all purposes under the Plan, and the Optionee shall be required to repay to the Company all amounts received by the Optionee and his or her permitted transferees in connection with the Optioned Shares following such termination Termination that would have been forfeited under the Plan had such termination Termination been for Cause.