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 that are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined hereinbelow); iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, the term “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service employment agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s employment, or the misappropriation of Company property; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; (iv) conviction of a substantial failure to comply with the Participant of Company’s policies; (v) a felony or any other crime that would materially material and adversely affect: (A) the business reputation of the Company or (B) the performance willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; or (vvi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three twelve (312) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties employment with or service to the Company, or the misappropriation of Company property; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; (iv) conviction of a substantial failure to comply with the Participant of Company’s policies; (v) a felony or any other crime that would materially material and adversely affect: (A) the business reputation of the Company or (B) the performance willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; or (vvi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined hereinbelow); iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three ninety (390) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, the term “Cause” shall have the meaning ascribed to such term in any employment, consulting, employment agreement or other service consulting agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s employment or service with the Company, or the misappropriation of Company property; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; (iv) conviction of a substantial failure to comply with the Participant of Company’s policies; (v) a felony or any other crime that would materially material and adversely affect: (A) the business reputation of the Company or (B) the performance willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; or (vvi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised Agreement any portion of the this Stock Option relates to Optioned Shares that are is not vested will be forfeited on the date of Participant ceases to be employed by (or if Participant is a consultant or an Outside Director, ceases to provide services to) the Participant’s Termination of ServiceCompany and all its Subsidiaries. This Stock Option, the Stock Option will be terminated on that date. The unexercised portion of the Stock Option that relates to and all unexercised, vested Optioned Shares which are vested on such date granted to Participant hereunder, will terminate and be forfeited at the first of the following to occur: i. (a) 5 p.m. on the date the Option Period terminates; ii. (b) 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death death, Disability, or Total and Permanent DisabilityRetirement; iii. immediately upon (c) 5 p.m. on the date which is sixty (60) days following Participant’s Termination of Service by the Company for Cause (as defined herein)without Cause; iv. (d) 5 p.m. on the date which is three thirty (330) months days following Participant’s voluntary Termination of Service for any reason; or (e) 5 p.m. on the day prior to the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. Cause. For purposes hereofof this Section, “Cause” shall have the meaning ascribed to such term in any employmentinclude, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does but not define such term, the term “Cause” shall mean be limited to: (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and Participant’s obligations under his Employment Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days’ written notice from the Company or policy specifying in reasonable detail the nature of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Companysuch breach; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty failure by Participant to perform his employment duties to the Company by reasonable satisfaction of the ParticipantBoard; (iii) willful failure to follow a lawful and reasonable directive of the Board (whether by commission or omission); (iv) commission by the Participant of an act of dishonesty or fraud upon, or willful misconduct toward, the Company or misappropriation of Company property or corporate opportunities, as reasonably determined by the Board; (v) a conviction, guilty plea or plea of nolo contendere of any misdemeanor that involves (a) moral turpitude or (b) other conduct that involves fraud, embezzlement, larceny, theft or dishonesty; (vi) a conviction, guilty plea or plea of nolo contendere of any felony or other crime of moral turpitude in connection with felony, unless the Board reasonably determines that Participant’s duties to conviction of such felony does not materially affect the Company; (iv) conviction of the Participant of a felony ’s or any other crime that would materially and adversely affect: (A) the Participant’s business reputation of the Company or (B) the performance of the significantly impair Participant’s ability to carry out his duties under his Employment Agreement (provided that the Board shall have no obligation to the Companymake such determination); or (vvii) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to violation of the Company. Any determination ’s policies regarding insobriety during working hours or the use of whether Cause exists shall be made by the Committee in its sole discretionillegal drugs.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s Termination of ServiceService (as an Employee, Contractor, or Outside Director) with the 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined hereinbelow); iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three ninety (390) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, the term “Cause” shall have the meaning ascribed to such term in any employment, consulting, employment agreement or other service consulting agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s employment or service with the Company, or the misappropriation of Company property; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; (iv) conviction of a substantial failure to comply with the Participant of Company’s policies; (v) a felony or any other crime that would materially material and adversely affect: (A) the business reputation of the Company or (B) the performance willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; or (vvi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death death, Retirement or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, the term “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service services agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to employment, or the Companymisappropriation of Company property; (ivii) the Participant’s conviction of, or plea of the Participant of nolo contendere to, a felony or any other crime that would materially and adversely affect: involving dishonesty or moral turpitude; (Aiii) the business reputation of the Company Participant’s inattention to duties, unsatisfactory performance, or (B) the performance of failure to perform the Participant’s duties to the Company or any Subsidiary, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; or (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; (vi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without the intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock this Option relates to Optioned Shares that are not vested on the date of the ParticipantIndividual’s Termination of Service, the Stock this Option will be terminated on that date. The unexercised portion of the Stock this Option that relates to Optioned Shares which that are vested on such date 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 twelve (12) months following the date of the ParticipantIndividual’s Termination of Service due to death or death, Total and Permanent Disability, or Retirement; iii. immediately upon 5 p.m. on the Participantdate of Individual’s Termination of Service by the Company for Cause cause (as defined herein); iv. 5 p.m. on the date which is three ninety (390) months days following the date of the ParticipantIndividual’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or; v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For Solely for purposes hereofof this Section 4, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach Individual’s gross negligence in the performance or material default (including, without limitation, any material dereliction of duty) by the Participant intentional nonperformance of any agreement between of his duties and responsibilities (which remains uncured and continues for thirty (30) days after delivery of written notice); (ii) Individual’s dishonesty or fraud with respect to the Participant and the Company business, reputation or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative affairs of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant Individual’s conviction of an act of fraud, embezzlement, dishonesty, or any a felony or other crime of involving moral turpitude in connection with the Participant’s duties to the Companyturpitude; (iv) conviction Individual’s debilitating drug or alcohol abuse as determined by a qualified physician; (v) Individual’s material breach of the Participant any provisions of a felony an employment, consulting or any other crime that would materially and adversely affect: (A) the business reputation of service agreement between the Company or (B) the performance of the Participant’s duties to the Companyand Individual; or (vvi) the ParticipantIndividual’s refusal to perform material violation of any written Company policy (which remains uncured or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination continues thirty (30) days after delivery of whether Cause exists shall be made by the Committee in its sole discretionwritten notice).

Term; Forfeiture. a. Except as otherwise provided in this AgreementAgreement or as otherwise determined by the Board, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s 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 on such date will terminate and be forfeited 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 twelve one hundred eighty (12180) months days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. Immediately upon the Participant’s Termination of Service by the Company for Cause cause (as defined herein); ivv. Immediately upon the Participant’s voluntary Termination of Services, without the consent of the Board; vi. 5 p.m. on the date which is three thirty (330) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or; v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. vii. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Causecause” shall mean that the Participant’s (ia) a material breach or material default (includingfailure to substantially perform his/her duties, without limitation, any material dereliction of duty) by provided that the Participant shall (to the extent such failure is curable) have ten (10) business days after receipt of any agreement between the Participant and notice from the Company or policy any of its Subsidiaries in writing specifying such failure to cure the Companydeficiency that would constitute “cause”, or a continuing (b) failure by the Participant to follow the direction of a duly authorized representative reasonable directions of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially President and adversely affect: (A) the business reputation Chief Executive Officer of the Company or any of its Subsidiaries or the Board of the Company or any of its Subsidiaries, provided that the Participant shall (Bto the extent such failure is curable) have ten (10) business days after receipt of notice from the performance Company or any of its Subsidiaries in writing specifying such failure to cure the deficiency that would constitute “cause”, (c) willful acts of dishonesty, theft or fraud resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its Subsidiaries, (d) commission of a felony, (e) engaging in any act that is intended, or may reasonably be expected to materially harm the reputation, business or operations of the Company or any of its Subsidiaries, or any member of the Company’s Board or any of its Subsidiaries, or (f) material breach of the Participant’s duties to the Company; employment agreement or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination terms of whether Cause exists shall be made by the Committee in its sole discretionemployment.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant; v. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction Participant’s commission of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, dishonest or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an fraudulent act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties employment with or service to the Company, or the misappropriation of Company property; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; (iv) conviction of a substantial failure to comply with the Participant of Company’s policies; (v) a felony or any other crime that would materially material and adversely affect: (A) the business reputation of the Company or (B) the performance willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the breach to the Company’s satisfaction; or (vvi) the Participant’s refusal failure to perform comply in any material respect with any legal written directive of the Board; or intentional disregard of, (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s duties and responsibilities intentional failure to comply with any statute, rule, or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the Companybest interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether the Participant should be terminated for Cause exists pursuant to this Agreement shall be made by in the Committee in its sole discretionsole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon 5 p.m. on the date of the Participant’s Termination of Service by the Company for Cause cause (as defined herein); iv. 5 p.m. on the date which is three ninety (390) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For Solely for purposes hereofof this Section 4, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean (i) a material breach Participant’s gross negligence in the performance or material default (including, without limitation, any material dereliction of duty) by the Participant intentional nonperformance of any agreement between of his duties and responsibilities (which remains uncured and continues for thirty (30) days after delivery of written notice); (ii) Participant’s dishonesty or fraud with respect to the Participant and the Company business, reputation or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative affairs of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant Participant’s conviction of an act of fraud, embezzlement, dishonesty, or any a felony or other crime of involving moral turpitude in connection with the Participant’s duties to the Companyturpitude; (iv) conviction Participant’s debilitating drug or alcohol abuse as determined by a qualified physician; (v) Participant’s material breach of the Participant any provisions of a felony an employment, consulting or any other crime that would materially and adversely affect: (A) the business reputation of service agreement between the Company or (B) the performance of the and Participant’s duties to the Company; or (vvi) the Participant’s refusal to perform material violation of any written Company policy (which remains uncured or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination continues thirty (30) days after delivery of whether Cause exists shall be made by the Committee in its sole discretionwritten notice).

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death death, Retirement or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein)Cause; iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, “Cause” shall have means the meaning ascribed to such term in any employment, consulting, or other service agreement in effect Participant’s Termination of Service by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean because of: (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the CompanyParticipant’s conviction of, or plea of nolo contendere to, a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; felony or crime involving moral turpitude or (ii) gross negligence, willful misfeasance, or the Participant’s breach of fiduciary duty to which involves personal profit. Notwithstanding the Company by foregoing, in the Participant; (iii) the commission by the case of any Participant of who has entered into an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection agreement with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or any Subsidiary that contains the definition of “cause” (B) or any similar definition), then during the performance term of such agreement the Participant’s duties to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists definition contained in such agreement shall be made by the Committee in its sole discretionapplicable definition of “cause” under the Agreement as to such Participant if such agreement expressly so provides.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three ninety (390) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean that the Participant shall have: (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of committed an act of fraud, embezzlement, dishonesty, embezzlement or any felony or other crime of moral turpitude theft in connection with the Participant’s duties to or in the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance course of the Participant’s duties to employment with the Company; , (ii) intentionally and wrongfully damaged property of the Company, or any of its respective affiliates, associates, or customers, (iii) intentionally or wrongfully disclosed any confidential information, (iv) made material personal benefit at the expense of the Company without the prior written consent of the management of the Company, (v) materially breached any employment, consulting, or other service agreement in effect by and between the Company and the Participant’s , or (vi) willfully and persistently, without reasonable justification, failed or refused to follow the lawful and proper directives of the Company specifying in reasonable detail the alleged failure or refusal and after a reasonable opportunity for the Participant to perform cure the alleged failure or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretionrefusal.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s 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 on such date 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 that is twelve ninety (1290) months days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disabilityfor any reason not otherwise specified in this Section 4(a); iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined hereinbelow); iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof; or v. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term set forth in any employment, consulting, the employment agreement or other service agreement in effect by and between the Company and the Participant; provided, howeverthat, that at any time there is if no such agreement is in effect, effect or if such agreement does not define such term, the term then “Cause” shall mean (i) a acts of fraud or dishonesty in the course of employment or service, (ii) violations of law causing material breach or material default harm to the Company, (including, without limitation, any material dereliction of dutyiii) by the Participant of any agreement between the Participant and substance abuse causing harm to the Company or policy of the Companyimpairing performance, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; involving moral turpitude, or (v) insubordination, dereliction of duties, habitual absenteeism, or material failure to follow reasonable Company instructions after (solely in the case of this clause (v)) notice to the Participant and the Participant’s refusal failure to perform or intentional disregard ofcorrect same within the time period specified in the notice, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists which time period shall be made by the Committee in its sole discretionnot 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 that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to the Participant’s death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days following the date of the Participant’s Termination of Service by the Company without Cause (as defined below); iv. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein)Cause; iv. v. 5 p.m. on the date which is three thirty (330) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For the purposes hereof, “Cause” shall have exist if the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean Participant (i) a breaches any of the material breach terms or material default (conditions of [his / her] employment agreement, or agreement to provide services to the Group, including, without limitation, any material dereliction of duty) by the Participant breach of any agreement between the Participant and the Company duty of non-disclosure or policy of the Company, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Companynon-competition; (ii) gross negligence, engages in willful misfeasance, misconduct or breach of fiduciary duty acts in bad faith with respect to any company in the Company by Group in connection with [his / her] employment or other agreement with the ParticipantGroup; or (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant is convicted of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretioncriminal offence involving moral turpitude.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date 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 twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein)Cause; iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; orand v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. b. For purposes hereofof this Agreement, “Cause” shall have means the meaning ascribed to such term in any employment, consulting, or other service agreement in effect Participant’s Termination of Service by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean because of: (i) a material breach or material default (including, without limitation, any material dereliction of duty) by the Participant of any agreement between the Participant and the Company or policy of the CompanyParticipant’s conviction of, or plea of nolo contendere to, a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; felony or crime involving moral turpitude or (ii) gross negligence, willful misfeasance, or the Participant’s breach of fiduciary duty to which involves personal profit. Notwithstanding the Company by foregoing, in the Participant; (iii) the commission by the case of any Participant of who has entered into an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection employment agreement with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or any Subsidiary that contains the definition of “cause” (B) or any similar definition), then during the performance term of such employment agreement the Participant’s duties to the Company; or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists definition contained in such employment agreement shall be made by the Committee in its sole discretionapplicable definition of “cause” under the Agreement as to such Participant if such employment agreement expressly so provides.

Term; Forfeiture. a. Except as otherwise provided in this AgreementAgreement or as otherwise determined by the Board, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that are not vested on the date of the Participant’s 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 on such date 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 twelve one hundred eighty (12180) months days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. Immediately upon the Participant’s Termination of Service by the Company for Cause cause (as defined herein); ivv. Immediately upon the Participant’s voluntary Termination of Services, without the consent of the Board; vi. 5 p.m. on the date which is three thirty (330) months days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or; v. vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof.; b. vii. For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, that at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Causecause” shall mean that the Participant’s (ia) a material breach or material default (includingfailure to substantially perform his/her duties, without limitation, any material dereliction of duty) by provided that the Participant shall (to the extent such failure is curable) have ten (10) business days after receipt of any agreement between the Participant and notice from the Company or policy any of its Subsidiaries in writing specifying such failure to cure the deficiency that would constitute “cause”, (b) failure to follow the reasonable directions of the President and Chief Executive Officer of the Company or any of its Subsidiaries or the Board of the Company or any of its Subsidiaries, provided that the Participant shall (to the extent such failure is curable) have ten (10) business days after receipt of notice from the Company or any of its Subsidiaries in writing specifying such failure to cure the deficiency that would constitute “cause”, (c) willful acts of dishonesty, theft or fraud resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its Subsidiaries, (d) commission of a felony, (e) engaging in any act that is intended, or may reasonably be expected to materially harm the reputation, business, or operations of the Company, any of its Subsidiaries, or a continuing failure by the Participant to follow the direction of a duly authorized representative any member of the Company; (ii) gross negligence, willful misfeasance’s Board or any of its Subsidiaries, or (f) material breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; employment agreement or (v) the Participant’s refusal to perform or intentional disregard of, the Participant’s duties and responsibilities to the Company. Any determination terms of whether Cause exists shall be made by the Committee in its sole discretionemployment.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of the Stock Option relates to Optioned Shares that which are not vested on the date of the Participant’s 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 on such date will terminate at the first of the following to occur: i. 5 p.m. on the date the Option Period terminates; ii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iii. 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. immediately upon the Participant’s Termination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date which is three (3) months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; or; v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof; or vi. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant. b. For purposes hereof, “Cause” shall have the meaning ascribed to such term set forth in any employment, consulting, or other service the employment agreement in effect by and between the Company and the Participant; provided, howeverthat, that at any time there is if no such agreement is in effect, effect or if such agreement does not define such term, the term then “Cause” shall mean (i) a acts of fraud or dishonesty in the course of employment, (ii) violations of law causing material breach or material default harm to the Company, (including, without limitation, any material dereliction of dutyiii) by the Participant of any agreement between the Participant and substance abuse causing harm to the Company or policy of the Companyimpairing performance, or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (ii) gross negligence, willful misfeasance, or breach of fiduciary duty to the Company by the Participant; (iii) the commission by the Participant of an act of fraud, embezzlement, dishonesty, or any felony or other crime of moral turpitude in connection with the Participant’s duties to the Company; (iv) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (A) the business reputation of the Company or (B) the performance of the Participant’s duties to the Company; involving moral turpitude, or (v) insubordination, dereliction of duties, habitual absenteeism, or material failure to follow reasonable Company instructions after (solely in the case of this clause (v)) notice to the Participant and the Participant’s refusal failure to perform or intentional disregard ofcorrect same within the time period specified in the notice, the Participant’s duties and responsibilities to the Company. Any determination of whether Cause exists which time period shall be made by the Committee in its sole discretionnot less than ten (10) business days.