Common use of Termination Not for Cause Clause in Contracts

Termination Not for Cause. If your employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three months following your termination or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement or (ii) in the absence of such an agreement or such a definition in such agreement, “Cause” will mean a determination by the Committee that you: (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time; (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiary; or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary or their legitimate business interests, including, but not limited to, their goodwill and public image.

Termination Not for Cause. If your employment or service Service with the Company or any Subsidiary Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement employment agreement, if any, with the Company or (ii) an Affiliate, or in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; , (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; , (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; , (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary Affiliate as such policies or codes may be adopted from time to time; , (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary Affiliate related to your service Service with the Company or any Subsidiary; Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary Affiliate or their legitimate business interests, including, including but not limited to, to their goodwill and public image.

Termination Not for Cause. If your employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement Agreement, or (ii) in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; , (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; , (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; , (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time; , (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiary; , or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary or their legitimate business interests, including, including but not limited to, to their goodwill and public image.

Termination Not for Cause. If your employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated for Cause (as defined below), this the Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this the Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this the Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement Agreement, or (ii) in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; Subsidiary, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; , (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; , (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time; , (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiary; , or (G) have engaged in conduct that is likely to have a deleterious affect effect on the Company or any Subsidiary or their legitimate business interests, including, including but not limited to, to their goodwill and public image.

Termination Not for Cause. If your employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement Agreement, or (ii) in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; , (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; , (D) have engaged in negligence or willful misconduct in the performance of your duties, including including, but not limited to to, willfully refusing without proper legal reason to perform your duties and responsibilities; , (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time; , (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiary; , or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary or their legitimate business interests, including, but not limited to, their goodwill and public image.

Termination Not for Cause. If your employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement Agreement, or (ii) in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination vote of the board of directors of the Company (the “Board”) resolving that you should be dismissed as a result of (i) your conviction of a felony; (ii) you engaging in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or embezzlement, illegality or unlawful harassment which, as determined by the Committee that youBoard in good faith and in light of all available facts, would: (A) have engaged in personal dishonestymaterially adversely affect the business or the reputation of the Company with its current or prospective customers, willful violation of any lawsuppliers, rule, lenders and/or other third parties with whom the Company does or regulation (other than minor traffic violations might do business; or similar offenses), or breach of fiduciary duty involving personal profit; (B) have failed to satisfactorily perform your duties and responsibilities for expose the Company to a risk of material civil or any Affiliatecriminal legal damages, liabilities or penalties; (Ciii) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; (D) have engaged your repeated willful failure to follow the reasonable directives of the Board in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary as such policies or codes may be adopted from time to time; (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service connection with the Company or any Subsidiarybusiness affairs of the Company; or (Giv) have engaged any material breach by you of this Agreement or material violation of the Company’s policies; or (v) your willful and deliberate non-performance of duty in conduct that is likely to connection with the business affairs of the Company, provided, however, in the event of termination based on (iii), (iv) or (v), you will have a deleterious affect on period of thirty (30) days after written notice to you from the Company or any Subsidiary or their legitimate business intereststo cure the circumstance, including, but not limited to, their goodwill and public imageif curable.

Termination Not for Cause. If your In the event Grantee’s employment or service with the Company or any Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service is terminated by the Company not for Cause (as defined below), the following portion of the Award will vest and Shares equal to the number of such vested Performance Units will be distributed at the time set forth in this Option may be exercised clause (iv) below: (x) the percentage of the Award earned based upon the extent, if any, of attainment of the performance goals for the Award as measured at the end of the Performance Period, multiplied by you at any time (y) a fraction, the numerator of which is the number of days during the period Performance Period ending on the earlier to occur of (i) the date that is three months following your termination or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your terminationsuch termination of employment and the denominator of which is the number of days in the Performance Period. Such Shares will be distributed to Grantee on the Payment Date described pursuant to paragraphs (b) and (c) above. For purposes of this Agreementhereof, “Cause” means shall mean (iI) “cause” as defined conviction of Grantee of a felony involving moral turpitude or dishonesty; (II) Grantee, in your Employment Agreement carrying out his or (ii) in her duties for the absence Company, has been guilty of such an agreement or such a definition in such agreement, “Cause” will mean a determination by the Committee that you: (A) have engaged in personal dishonesty, willful violation of any law, rule, gross neglect or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; (B) have failed willful misconduct; provided, however, that any act or failure to satisfactorily perform your duties act by Grantee shall not constitute Cause for this purpose if such act or failure to act was committed, or omitted, by Grantee in good faith and responsibilities for in a manner reasonably believed to be in the Company or any Affiliateoverall best interests of the Company; (CIII) have been convicted of, or plead nolo contendere to, Grantee’s continued willful refusal to obey any felony or a crime involving moral turpitude; (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; (E) have materially breached any corporate appropriate policy or code of conduct established requirement duly adopted by the Company or any Subsidiary as such policies or codes may be adopted from time to time; (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary related to your service with the Company or any Subsidiarycontinuance of such refusal after receipt of notice; or (GIV) have engaged Grantee’s sustained failure to perform the essential duties of Grantee’s role after receipt of notice. The determination of whether Grantee acted in conduct good faith and that is likely he or she reasonably believed his or her action to have a deleterious affect on be in the Company’s overall best interest will be in the reasonable judgment of the General Counsel of the Company or, if the General Counsel shall have an actual or any Subsidiary or their legitimate business interestspotential conflict of interest, including, but not limited to, their goodwill and public imagethe Committee.

Termination Not for Cause. If your employment or service Service with the Company or any Subsidiary Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three seven (7) months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement employment agreement, if any, with the Company or (ii) an Affiliate, or in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; , (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; , (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; , (E) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary Affiliate as such policies or codes may be adopted from time to time; , (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary Affiliate related to your service Service with the Company or any Subsidiary; Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary Affiliate or their legitimate business interests, including, including but not limited to, to their goodwill and public image.

Termination Not for Cause. If your employment or service Service with the Company or any Subsidiary Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such employment or service Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of one year twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your Employment Agreement employment agreement, if any, with the Company or (ii) an Affiliate, or in the absence of such an agreement or such a definition in such agreementdefinition, “Cause” will mean a determination by the Committee that you: you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit; , (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate; (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude; (Dturpitude,(C) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities; , (ED) have materially breached any corporate policy or code of conduct established by the Company or any Subsidiary Affiliate as such policies or codes may be adopted from time to time; , (FE) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Subsidiary Affiliate related to your service Service with the Company or any Subsidiary; Affiliate, or (GF) have engaged in conduct that is likely to have a deleterious affect on the Company or any Subsidiary Affiliate or their legitimate business interests, including, including but not limited to, to their goodwill and public image. Your Service with the Company shall be deemed to have been terminated for Cause effective as of your date of termination if facts and circumstances are discovered after your Service has terminated that would have justified a termination for Cause as of your date of termination.