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 this Stock Option relates to Optioned Shares that are not vested on the Participant’s Termination of Service, the Stock Option will terminate on such date. The unexercised portion of this Stock Option that relates to Optioned Shares that are vested will terminate at the first to occur of the following: (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 with the Company or an Affiliate by reason of the Participant’s death or Total and Permanent Disability; (iii) Immediately upon the Participant’s Termination 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 other than as set forth in subparagraphs (a)(ii) or (a)(iii) above of this Section 4. (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 of this Sections 3 and 4, “Cause” shall mean (i) the Participant’s commission of a dishonest or fraudulent act 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 duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance to the Company’s satisfaction; (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; (vi) the Participant’s failure to comply in any material respect with any legal written directive of the Board; or (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s 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 best interest 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 an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, and shall be binding upon all parties affected thereby.

Term; Forfeiture. (a) a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of this 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 terminate be terminated on such that date. The unexercised portion of this the Stock Option that relates to Optioned Shares that which are vested on such date will terminate at the first to occur of the followingfollowing to occur: (i) 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 with the Company or an Affiliate by reason of the Participant’s due to death [or Total and Permanent Disability]; (iii) Immediately . 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 _________ days following the date of the Participant’s Termination of Service for any reason other than as set forth not otherwise specified in subparagraphs (a)(ii) or (a)(iii) above of this Section 44.a.; or (v) 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) b. For purposes hereof, “Cause” means (i) “Cause” as defined in any employment or other written agreement by and between the Participant and the Company or (ii) in the absence of this Sections 3 and 4such an agreement or such a definition in any such agreement, “Cause” shall mean (i) a determination by the Committee that the Participant’s commission : (A) has engaged in personal dishonesty, willful violation of a dishonest or fraudulent act in connection with the Participant’s employmentany law, rule, or the misappropriation regulation (other than minor traffic violations or similar offenses), or breach of Company propertyfiduciary duty involving personal profit; (iiB) has failed to satisfactorily perform his duties and responsibilities for the Participant’s conviction Company or any Subsidiary; (C) has been convicted of, or plea of pled nolo contendere to, a any felony or a crime involving dishonestymoral turpitude; (iiiD) has engaged in negligence or willful misconduct in the performance of his duties, including, but not limited to, willfully refusing, without proper legal justification, to perform the Participant’s inattention to dutiesduties and responsibilities; (E) has materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted, unsatisfactory performancemodified, or failure amended from time to perform time; (F) has violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between the Participant duties hereunder, provided in each case and the Company gives the Participant written notice and thirty (30) days or any Subsidiary related to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance employment with or service to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of the Participant’s fiduciary duties in Company or any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct; (vi) the Participant’s failure to comply in any material respect with any legal written directive of the BoardSubsidiary; or (viiG) any act or omission of the Participant which has engaged in conduct that is of substantial detriment likely to have a deleterious effect on the Company because of the Participant’s intentional failure to comply with or any statuteSubsidiary or their legitimate business interests, rule or regulationincluding, except any act or omission believed by the Participant in good faith to have been in or but not opposed to the best interest of the Company (without intent of the Participant to gainlimited to, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, their goodwill and shall be binding upon all parties affected therebypublic image.

Term; Forfeiture. (a) Except as otherwise provided in this Agreement, to the extent the unexercised portion of this Stock Option relates to Optioned Shares that are not vested on the Participant’s Termination of Service, the Stock Option will terminate on such date. The unexercised Agreement any portion of this Stock Option that relates is not vested will be forfeited on the date the Participant ceases to be employed by (or if the Participant is a consultant or an Outside Director, ceases to provide services to) the Company and all its Subsidiaries. This Stock Option, and all unexercised, vested Optioned Shares that are vested granted to the Participant hereunder, will terminate and be forfeited at the first to occur of the followingfollowing to occur: (ia) 5 p.m. on the date the Option Period terminates; (iib) 5 p.m. on the date which is twelve (12) months following the date of the Participant’s Termination of Service with the Company due to death, Disability, or an Affiliate by reason of the Participant’s death or Total and Permanent DisabilityRetirement; (iii) Immediately upon the Participant’s Termination for Cause (as defined herein); (ivc) 5 p.m. on the date which is three sixty (360) months days following the Participant’s Termination of Service by the Company without Cause; (d) 5 p.m. on the date which is thirty (30) days following the 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 other than as set forth in subparagraphs (a)(ii) or (a)(iii) above of this Section 4. (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 of this Sections 3 and 4Section, “Cause” shall mean include, but not be limited to: (i) the Material breach by Participant of Participant’s commission obligations under his Employment Agreement, which material breach, if susceptible of a dishonest or fraudulent act cure, remains uncured after thirty (30) days’ written notice from the Company specifying in connection with reasonable detail the Participant’s employment, or the misappropriation nature of Company propertysuch breach; (ii) Commission by Participant of an act of dishonesty or fraud upon, or willful misconduct toward, the Participant’s conviction ofCompany or misappropriation of Company property or corporate opportunities, as reasonably determined by the Board; (iii) A conviction, guilty plea or plea of nolo contendere toof any misdemeanor that involves (a) moral turpitude or (b) other conduct that involves fraud, a felony embezzlement, larceny, theft or crime involving dishonesty; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance to the Company’s satisfaction; (iv) a substantial failure to comply with A conviction, guilty plea or plea of nolo contendere of any felony, unless the Board reasonably determines that Participant’s conviction of such felony does not materially affect the Company’s policiesor Participant’s business reputation or significantly impair Participant’s ability to carry out his duties under his Employment Agreement (provided that the Board shall have no obligation to make such determination); or (v) a material and willful breach Participant’s violation of the ParticipantCompany’s fiduciary duties in any material respect, provided in each case policies regarding insobriety during working hours or the Company gives the Participant written notice and thirty (30) days to correct; (vi) the Participant’s failure to comply in any material respect with any legal written directive use of the Board; or (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s 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 best interest 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 an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, and shall be binding upon all parties affected therebyillegal drugs.

Term; Forfeiture. (a) a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of this 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 terminate be terminated on such that date. The unexercised portion of this the Stock Option that relates to Optioned Shares that which are vested will terminate at the first to occur of the followingfollowing to occur: (i) 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 with the Company or an Affiliate by reason of the Participant’s death due to death, Retirement or Total and Permanent Disability; (iii) Immediately . 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 other than as set forth not otherwise specified in subparagraphs (a)(ii) or (a)(iii) above of this Section 44.a.; and (v) 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) b. For purposes of this Sections 3 and 4Agreement, “Cause” shall mean (i) means the Participant’s commission Termination of a dishonest or fraudulent act in connection with Service by the Participant’s employment, or the misappropriation of Company property; because of: (iii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; moral turpitude or (iiiii) the Participant’s inattention to dutiesbreach of fiduciary duty which involves personal profit. Notwithstanding the foregoing, unsatisfactory performance, or failure to perform in the case of any Participant duties hereunder, provided in each case who has entered into an employment agreement with the Company gives or any Subsidiary that contains the Participant written notice and thirty definition of “cause” (30) days to correct or any similar definition), then during the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance to term of such employment agreement the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of the Participant’s fiduciary duties definition contained in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct; (vi) the Participant’s failure to comply in any material respect with any legal written directive of the Board; or (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s 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 best interest 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 an the Participant should be terminated for Cause pursuant to this Agreement such employment agreement shall be made in the sole, good faith discretion applicable definition of “cause” under the Board, and shall be binding upon all parties affected therebyAgreement as to such Participant if such employment agreement expressly so provides.

Term; Forfeiture. (a) a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of this 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 terminate be terminated on such that date. The unexercised portion of this the Stock Option that relates to Optioned Shares that which are vested will terminate at the first to occur of the followingfollowing to occur: (i) 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 with the Company or an Affiliate by reason of the Participant’s due to death or Total and Permanent Disability; (iii) Immediately . 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 other than as set forth not otherwise specified in subparagraphs (a)(ii) or (a)(iii) above of this Section 44.a.; and (v) 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) b. For purposes of this Sections 3 and 4Agreement, “Cause” shall mean (i) means the Participant’s commission Termination of a dishonest or fraudulent act in connection with Service by the Participant’s employment, or the misappropriation of Company property; because of: (iii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) the Participant’s personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform commission of material mismanagement in the Participant duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct conduct of the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance duties as assigned to him or her by the CompanyBoard or the Participant’s satisfactionsupervising officer or officers of the Company or any Subsidiary; (iv) a substantial the Participant’s willful failure to execute or comply with the Company’s policies; (v) a material and willful breach policy of the Company or any of its Subsidiaries or the Participant’s fiduciary stated duties in any material respect, provided in each case as established by the Company gives the Participant written notice and thirty (30) days to correct; (vi) Board or the Participant’s failure to comply in any material respect with any legal written directive supervising officer or officers of the Board; Company or (vii) any act Subsidiary or omission of the Participant which is of substantial detriment to the Company because of the Participant’s intentional failure to comply with any statute, rule perform the Participant’s stated duties; or regulation, except any act (v) substance abuse or omission believed by addiction on the Participant in good faith to have been in or not opposed to the best interest part of the Participant. Notwithstanding the foregoing, in the case of any Participant who has entered into an employment agreement with the Company or any Subsidiary that contains the definition of “cause” (without intent or any similar definition), then during the term of such employment agreement the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether an the Participant should be terminated for Cause pursuant to this Agreement definition contained in such employment agreement shall be made in the sole, good faith discretion applicable definition of “cause” under the Board, and shall be binding upon all parties affected therebyAgreement as to such Participant if such employment agreement expressly so provides.

Term; Forfeiture. (a) Except as otherwise provided in this Agreement, to the extent the unexercised portion of this Stock Option relates to Optioned Shares that are not vested on the Participant’s Termination of Service, the Stock Option will terminate on such date. The unexercised portion of this Stock Option that relates to Optioned Shares that are vested will terminate at the first to occur of the following: (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 with the Company or an Affiliate by reason of the Participant’s death or Total and Permanent Disability; (iii) Immediately upon the Participant’s Termination 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 other than as set forth in subparagraphs (a)(ii) or (a)(iii) above of this Section 4. (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 of this Sections 3 and 4, “Cause” shall mean (i) the Participant’s commission of a dishonest or fraudulent act 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 duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Nonqualified Stock Option Agreement — Xxxxxx May 15, 2008 3 performance to the Company’s satisfaction; (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; (vi) the Participant’s failure to comply in any material respect with any legal written directive of the Board; or (vii) any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s 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 best interest 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 an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, 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 this Stock Option relates to Optioned Shares that are not vested on the Participant’s Termination of Service, the Stock Option will terminate on such date. The unexercised portion of this Stock Option that relates to Optioned Shares that are vested will terminate at the first to occur of the following: (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 with the Company or an Affiliate by reason of the Participant’s 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 other than as set forth in subparagraphs (a)(ii) or (a)(iii) above of this Section 4. (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 of this Sections 3 and 44 hereof, “Cause” for termination shall mean (i) have the meaning set forth in the Participant’s commission of a dishonest or fraudulent act employment agreement, if any, in connection with effect at 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 duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach time of the Participant’s fiduciary duties in any material respect, provided in each case Termination of Service. In the Company gives event the Participant written notice does not have an employment agreement then in effect, “Cause” for termination shall mean that the Participant shall have committed or caused: (i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company; (ii) intentional wrongful damage to property of the Company; (iii) intentional wrongful disclosure of trade secrets or confidential information of the Company; (iv) intentional violation of any law, rule or regulation (other than traffic violations or similar offenses) or final Cease and thirty Desist Order; (30v) days to correctintentional breach of fiduciary duty involving personal profit; or (vi) the Participant’s failure to comply in any intentional action or inaction which causes material respect with any legal written directive of the Board; or (vii) any act or omission of the Participant which is of substantial detriment economic harm to the Company because of the Participant’s 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 best interest 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 an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, and shall be binding upon all parties affected therebyCompany.

Term; Forfeiture. (a) a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of this 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 terminate be terminated on such that date. The unexercised portion of this the Stock Option that relates to Optioned Shares that which are vested will terminate at the first to occur of the followingfollowing to occur: (i) 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 with the Company or an Affiliate by reason of the Participant’s death due to death, Retirement or Total and Permanent Disability; (iii) Immediately . 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 other than as set forth not otherwise specified in subparagraphs (a)(ii) or (a)(iii) above of this Section 44.a.; and (v) 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) b. For purposes of this Sections 3 and 4Agreement, “Cause” shall mean (i) means the Participant’s commission Termination of a dishonest or fraudulent act in connection with Service by the Participant’s employment, or the misappropriation of Company property; because of: (iii) the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) the Participant’s personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iii) the Participant’s inattention to duties, unsatisfactory performance, or failure to perform commission of material mismanagement in the Participant duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct conduct of the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance duties as assigned to him or her by the CompanyBoard or the Participant’s satisfactionsupervising officer or officers of the Company or any Subsidiary; (iv) a substantial the Participant’s willful failure to execute or comply with the Company’s policies; (v) a material and willful breach policy of the Company or any of its Subsidiaries or the Participant’s fiduciary stated duties in any material respect, provided in each case as established by the Company gives the Participant written notice and thirty (30) days to correct; (vi) Board or the Participant’s failure to comply in any material respect with any legal written directive supervising officer or officers of the Board; Company or (vii) any act Subsidiary or omission of the Participant which is of substantial detriment to the Company because of the Participant’s intentional failure to comply with any statute, rule perform the Participant’s stated duties; or regulation, except any act (v) substance abuse or omission believed by addiction on the Participant in good faith to have been in or not opposed to the best interest part of the Participant. Notwithstanding the foregoing, in the case of any Participant who has entered into an employment agreement with the Company or any Subsidiary that contains the definition of “cause” (without intent or any similar definition), then during the term of such employment agreement the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether an the Participant should be terminated for Cause pursuant to this Agreement definition contained in such employment agreement shall be made in the sole, good faith discretion applicable definition of “cause” under the Board, and shall be binding upon all parties affected therebyAgreement as to such Participant if such employment agreement expressly so provides.

Term; Forfeiture. (a) a. Except as otherwise provided in this Agreement, to the extent the unexercised portion of this 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 terminate be terminated on such that date. The unexercised portion of this the Stock Option that relates to Optioned Shares that which are vested on such date will terminate at the first to occur of the followingfollowing to occur: (i) 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 with the Company or an Affiliate by reason of the Participant’s due to death [or Total and Permanent Disability]; (iii) Immediately . 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 other than as set forth not otherwise specified in subparagraphs (a)(ii) or (a)(iii) above of this Section 44.a.; or (v) 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) b. For purposes hereof, “Cause” means (i) “Cause” as defined in any employment or other written agreement by and between the Participant and the Company or (ii) in the absence of this Sections 3 and 4such an agreement or such a definition in any such agreement, “Cause” shall mean (i) a determination by the Committee that the Participant’s commission : (A) has engaged in personal dishonesty, willful violation of a dishonest or fraudulent act in connection with the Participant’s employmentany law, rule, or the misappropriation regulation (other than minor traffic violations or similar offenses), or breach of Company propertyfiduciary duty involving personal profit; (iiB) has failed to satisfactorily perform his duties and responsibilities for the Participant’s conviction Company or any Subsidiary; (C) has been convicted of, or plea of pled nolo contendere to, a any felony or a crime involving dishonestymoral turpitude; (iiiD) has engaged in negligence or willful misconduct in the performance of his duties, including, but not limited to, willfully refusing, without proper legal justification, to perform the Participant’s inattention to dutiesduties and responsibilities; (E) has materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted, unsatisfactory performancemodified, or failure amended from time to perform time; (F) has violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between the Participant duties hereunder, provided in each case and the Company gives the Participant written notice and thirty (30) days or any Subsidiary related to correct the Participant’s 2005 Long-Term Incentive Plan Incentive Stock Option Agreement — Xxxxxx May 15, 2008 3 performance employment with or service to the Company’s satisfaction; (iv) a substantial failure to comply with the Company’s policies; (v) a material and willful breach of the Participant’s fiduciary duties in Company or any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct; (vi) the Participant’s failure to comply in any material respect with any legal written directive of the BoardSubsidiary; or (viiG) any act or omission of the Participant which has engaged in conduct that is of substantial detriment likely to have a deleterious effect on the Company because of the Participant’s intentional failure to comply with or any statuteSubsidiary or their legitimate business interests, rule or regulationincluding, except any act or omission believed by the Participant in good faith to have been in or but not opposed to the best interest of the Company (without intent of the Participant to gainlimited to, directly or indirectly, a profit to which the Participant was not legally entitled). Any determination of whether an the Participant should be terminated for Cause pursuant to this Agreement shall be made in the sole, good faith discretion of the Board, their goodwill and shall be binding upon all parties affected therebypublic image.