Common use of Term; Forfeiture Clause in Contracts

Term; Forfeiture. a. Except as otherwise provided in this Agreement, the unexercised portion of the Stock Option that relates to Optioned Shares which are vested 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 one hundred eighty (180) days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein); v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vi. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof. vii. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

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 Participant’s Termination of Service, the Stock Option will be terminated on that date, and to the extent the Participant has any Restricted Stock on the date of the Participant’s Termination of Service, such Restricted Stock shall be forfeited on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested 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 one hundred eighty twelve (18012) days months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein); v. iv. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s voluntary Termination of Service for any reason not otherwise specified in this Section 4.a.Service, without the consent of the Company; vi. v. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof. viivi. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud engaged in activities in direct or embezzlement in connection with his duties in the course of his employment indirect competition with the Company; , including but not limited to any violation of the Non-Competition and Non-Solicitation Agreement contained in Participant’s Employment Agreement, if any, (ii) intentional wrongful material damage to property committed acts of the Company; or gross negligence, (iii) intentional wrongful disclosure been convicted of material secret processes a felony or material confidential information misdemeanor involving moral turpitude, (iv) demonstrated any acts of the Company. For the purposes of this Agreement, no act, dishonesty or failure to act, theft on the part of Participant which, in the Participant shall be deemed “intentional” unless doneopinion of the Board of Directors of the Company, is detrimental to the best interests of the Company, or omitted to be done, (v) intentionally and materially violated any written policy adopted by the Board of Directors of the Company which is not corrected within ten (10) days after receipt by Participant not in good faith and without reasonable belief that his action or omission was in of a detailed written explanation from the best interest Board of Directors of the Company.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, the unexercised portion of the Stock Option that relates to Optioned Shares which are vested 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 one hundred eighty (180) days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein); v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vi. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof.; vii. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

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 Participant’s Termination of Service, the Stock Option will be terminated on that date, and to the extent the Participant has any Restricted Stock on the date of the Participant’s Termination of Service, such Restricted Stock shall be forfeited on that date. The unexercised portion of the Stock Option that relates to Optioned Shares which are vested 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 one hundred eighty twelve (18012) days months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein); v. iv. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s voluntary Termination of Service for any reason not otherwise specified in this Section 4.a.Service, without the consent of the Company; vi. v. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof. viivi. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

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 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 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 one hundred eighty twelve (18012) days months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause Cause (as defined herein); v. iv. 5 p.m. on the date which is thirty three (303) days months following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vi. v. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. vii. b. For purposes hereof, “causeCause” shall mean that the Participant shall have committed (i) an intentional material act acts of fraud or embezzlement in connection with his duties dishonesty in the course of his employment with the Company; employment, (ii) intentional wrongful violations of law causing material damage harm to property of the Company; or , (iii) intentional wrongful disclosure substance abuse causing harm to the Company or impairing performance, (iv) conviction of material secret processes a felony involving moral turpitude, or (v) insubordination, dereliction of duties, habitual absenteeism, or material confidential information of failure to follow reasonable Company instructions after (solely in the Company. For the purposes case of this Agreement, no act, or clause (v)) notice to the Participant and the Participant’s failure to actcorrect same within the time period specified in the notice, on the part of the Participant which time period shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyless than ten (10) business days.

Term; Forfeiture. a. Except as otherwise provided in this Agreement, the unexercised portion of the Stock Option that relates to Optioned Shares which are vested 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 one hundred eighty (180) days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of the Participant’s Termination of Service by the Company for cause (as defined herein); v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vi. 5 p.m. on the date the Company causes any portion of the Option to be forfeited pursuant to Section 7 hereof.; vii. For purposes hereof, “cause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

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 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 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 one hundred eighty (180) days following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of the Participant’s Retirement; iv. 5 p.m. on the date of immediately upon the Participant’s Termination of Service by the Company for cause Cause (as defined herein); v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; viiii. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof; or iv. immediately upon the Participant’s violation of any non-compete or non-solicitation agreement entered into between the Company and the Participant. vii. b. For purposes hereof, “causeCause” shall have the meaning set forth in the employment agreement or other service agreement by and between the Company and the Participant; provided, that, if no such agreement is in effect or such agreement does not define such term, then “Cause” shall mean that the Participant shall have committed (i) an intentional material act acts of fraud or embezzlement in connection with his duties dishonesty in the course of his employment with the Company; or service, (ii) intentional wrongful violations of law causing material damage harm to property of the Company; or , (iii) intentional wrongful disclosure substance abuse causing harm to the Company or impairing performance, (iv) conviction of material secret processes a felony involving moral turpitude, or (v) insubordination, dereliction of duties, habitual absenteeism, or material confidential information of failure to follow reasonable Company instructions after (solely in the Company. For the purposes case of this Agreement, no act, or clause (v)) notice to the Participant and the Participant’s failure to actcorrect same within the time period specified in the notice, on the part of the Participant which time period shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Companyless 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 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 one hundred eighty twelve (18012) days months following the date of the Participant’s Termination of Service due to death or Total and Permanent Disability; iii. 5 p.m. on the date which is ninety (90) days from the date of immediately upon the Participant’s RetirementTermination of Service by the Company for Cause (as defined herein); iv. 5 p.m. on the date of the Participant’s voluntary Termination of Service by Service, without the Company for cause (as defined herein);consent of the Company; or v. 5 p.m. on the date which is thirty (30) days following the date of the Participant’s Termination of Service for any reason not otherwise specified in this Section 4.a.; vi. 5 p.m. on the date the Company causes any portion of the Stock Option to be forfeited pursuant to Section 7 hereof. vii. b. For purposes hereof, “causeCause” shall mean that the Participant shall have committed (i) an intentional material act of fraud or embezzlement in connection with his duties in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on the part of the Participant shall be deemed “intentional” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.