Common use of Termination of Directorship Clause in Contracts

Termination of Directorship. If the Optionee ceases to serve as a Director of the Company, Optionee may exercise this Option, to the extent Optionee was entitled to exercise it at the date of Termination. The three-month exercise period restriction contained in the Plan shall not apply. If, however, Optionee’s directorship is terminated by the Company For Cause, this Option shall become void effective upon the act of Termination For Cause. For purposes of this Agreement, Termination For Cause includes: (1) the willful failure, neglect or refusal by the Optionee to perform his duties hereunder; (2) any willful, intentional or grossly negligent act by the Optionee having the effect of injuring, in a material way (whether financial or otherwise and as determined in good-faith by the President of the Company), the business or reputation of the Company or any of its affiliates, including but not limited to, any officer, director, executive or shareholder of the Company or any of its affiliates; (3) willful misconduct by the Optionee, including insubordination, in respect of the duties or obligations of the Optionee under this Agreement; (4) the Optionee’s indictment of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea); (5) the determination by the Company, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Optionee engaged in some form of harassment protected by law (including, without limitation age, sex or race discrimination); or (6) any misrepresentation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or a felony).

Termination of Directorship. If the Optionee ceases to serve as a Director of the Company, Optionee may exercise this Option, to the extent Optionee was entitled to exercise it at the date of Termination. The three-month exercise period restriction contained in the Plan shall not apply. If, however, Optionee’s directorship is terminated by the Company For Cause, this Option shall become void effective upon the act of Termination For Cause. For purposes of this Agreement, Termination For Cause includes: (1) the willful failure, neglect or refusal by the Optionee to perform his duties hereunder; (2) any willful, intentional or grossly negligent act by the Optionee having the effect of injuring, in a material way (whether financial or otherwise and as determined in good-faith by the President of the Company), the business or reputation of the Company or any of its affiliates, including but not limited to, any officer, director, executive or shareholder of the Company or any of its affiliates; (3) willful misconduct by the Optionee, including insubordination, in respect of the duties or obligations of the Optionee under this Agreement; (4) the Optionee’s indictment of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea); (5) the determination by the Company, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that the Optionee engaged in some form of harassment protected by law (including, without limitation age, sex or race discrimination); or (6) any Any misrepresentation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or a felony).