Common use of Termination Due to Removal for Cause Clause in Contracts

Termination Due to Removal for Cause. If the Optionholder’s status as a Director of the Company terminates by reason of removal for cause, then (a) the Option shall immediately terminate and (b) the Company may require the Optionholder to return to the Company the economic value of any Option Shares purchased hereunder by the Optionholder within the six (6) month period prior to the date of such removal. In such event, the Optionholder hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Option Shares on the date of such removal (or the sales price of such Shares if the Option Shares were sold during such six (6) month period) and the Exercise Price of such Shares, net of any taxes paid by the Optionholder in connection with the vesting, exercise or sale of the Option (or Option Shares). For purposes of this Agreement, “cause” shall be limited to: (i) any material breach of fiduciary duty by the Optionholder, but only if such material breach shall not have been corrected within ten business days of his receipt of written notice from the Company of the occurrence of such material breach; (ii) being convicted of, or pleading guilty or nolo contendere to a felony, misdemeanor (other than, if applicable, minor traffic violations) or crime of moral turpitude; or (iii) the commission by the Optionholder of an act of dishonesty, fraud or embezzlement against the Company. For purposes of this Agreement, the “Fair Market Value” of the Option Shares on a given date (the “Date of Determination”) shall mean shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board or the residual over-the-counter market, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. Nothing in the this Agreement shall limit in an manner the power of the Board or the Company’s stockholders to remove Director at any time, for any reason or no reason, provided that such removal is effected in accordance with applicable law, the Company’s then-current certificate of incorporation, as amended and the Company’s then-current by-laws.

Termination Due to Removal for Cause. If the Optionholder’s status as a Director of the Company terminates by reason of removal for cause, then (a) the Option shall immediately terminate and (b) the Company may require the Optionholder to return to the Company the economic value of any Option Shares purchased hereunder by the Optionholder within the six (6) month period prior to the date of such removal. In such event, the Optionholder hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Option Shares on the date of such removal (or the sales price of such Shares if the Option Shares were sold during such six (6) month period) and the Exercise Price of such Shares, net of any taxes paid by the Optionholder in connection with the vesting, exercise or sale of the Option (or Option Shares). For purposes of this Agreement, “cause” shall be limited to: (i) any material breach of fiduciary duty by the Optionholder, but only if such material breach shall not have been corrected within ten business days of his receipt of written notice from the Company of the occurrence of such material breach; (ii) the Optionholder’s being convicted of, or pleading guilty or nolo contendere to a felony, misdemeanor (other than, if applicable, minor traffic violations) or crime of moral turpitude; or (iii) the commission by the Optionholder of an act of dishonesty, fraud or embezzlement against the Company. For purposes of this Agreement, the “Fair Market Value” of the Option Shares on a given date (the “Date of Determination”) shall mean shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board or the residual over-the-counter market, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. Nothing in the this Agreement shall limit in an manner the power of the Board or the Company’s stockholders to remove Director at any time, for any reason or no reason, provided that such removal is effected in accordance with applicable law, the Company’s then-current certificate of incorporation, as amended and the Company’s then-current by-laws.

Termination Due to Removal for Cause. If the OptionholderDirector’s status as a Director of the Company terminates by reason of removal for cause, then (a) the Option shall immediately terminate and (b) the Company may require the Optionholder Director to return to the Company the economic value of any Option Shares purchased hereunder by the Optionholder Director within the six (6) month period prior to the date of such removal. In such event, the Optionholder Director hereby agrees to remit to the Company, in cash, an amount equal to the difference between the Fair Market Value of the Option Shares on the date of such removal (or the sales price of such Shares if the Option Shares were sold during such six (6) month period) and the Exercise Price of such Shares, net of any taxes paid by the Optionholder in connection with the vesting, exercise or sale of the Option (or Option Shares). For purposes of this Agreement, “cause” shall be limited to: (i) any material breach of fiduciary duty by the Optionholder, but only if such material breach shall not have been corrected within ten business days of his receipt of written notice from the Company of the occurrence of such material breach; (ii) being convicted of, or pleading guilty or nolo contendere to a felony, misdemeanor (other than, if applicable, minor traffic violations) or crime of moral turpitude; or (iii) the commission by the Optionholder of an act of dishonesty, fraud or embezzlement against the Company. For purposes of this Agreement, the “Fair Market Value” of the Option Shares on a given date (the “Date of Determination”) shall mean shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. (“NASD”) through the Nasdaq National Market or SmallCap Market, or, if applicable, the OTC Bulletin Board or the residual over-the-counter market, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. Nothing in the this Agreement shall limit in an manner the power of the Board or the Company’s stockholders to remove Director at any time, for any reason or no reason, provided that such removal is effected in accordance with applicable law, the Company’s then-current certificate of incorporation, as amended and the Company’s then-current by-laws.