Common use of Termination of Employment Without Cause Clause in Contracts

Termination of Employment Without Cause. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Company or an Affiliate without Cause and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; (iii) the Participant breached his obligations or covenants restricting the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed to follow a proper directive of the Board within the scope of the Participant’s duties (which shall be capable of being performed by the Participant with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within thirty days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal. Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminates.

Termination of Employment Without Cause. The (i) Except as provided in Section 3(e)(ii) below, if the Company or a Subsidiary terminates the Participant’s interest in all 's employment without "Cause" prior to the time that Participant's Restricted Stock Units become vested, then a portion of his or her unvested Restricted Stock Units shall become immediately vested as of the Common Shares covered date the Company or a Subsidiary terminates the Participant's employment without Cause. The portion of Restricted Stock Units that shall vest upon the Company's or a Subsidiary's termination of the Participant's employment without Cause is determined by multiplying the Share sum of Participant's Restricted Stock Units granted under this Award (if not sooner vested)and related Additional Restricted Stock Units by a fraction, shall become vested the numerator of which is the number of full calendar months, beginning on the Award Date and nonforfeitable ending on the date of Company's or Subsidiary's termination of Participant's employment without Cause, that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated Participant was employed by the Company or an Affiliate without Cause a Subsidiary, and the denominator of which is 36. (ii) Notwithstanding the foregoing, if the Participant remains in is a "Key Employee,” such pro rata portion of Participant's Restricted Stock Units shall become vested as provided above, but the continuous employ conversion to Common Stock and the distribution of Common Stock to the Participant shall not occur until the earlier of: (A) The date which is six (6) months after the date the Company or an Affiliate from terminates the Date Participant's employment without Cause, or (B) The date of Grant until the date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; Participant's death. (iii) Subject to Participant's compliance with the Participant breached his obligations or covenants restricting the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed Section 9 below and to follow a proper directive applicable policies of the Board within Company, the scope of Restricted Stock Units shall, to the Participant’s duties (which shall be capable of being performed by extent the Participant right to receive shares has vested in accordance with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within thirty days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal. Except as provided in this Section 23(e), be sellable any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminatestime.

Termination of Employment Without Cause. The Participant’s interest in all of the shares of Common Shares Stock covered by the Share Stock Award (if not sooner vested), shall become vested and nonforfeitable on as of the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Company or an Affiliate without Cause and Cause, (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment endsends on account of a termination by the Company or an Affiliate without Cause and (iii) the Participant signs a general release of claims in favor of the Company and its Affiliates and other releasees as set forth in a form provided by the Company (the “Release”) and the Release is effective and irrevocable no later than the forty-fifth (45th) day after such termination. For purposes of this Agreement, a termination of the term “Cause” means that Participant’s employment with the Board concludes, in good faith and after reasonable investigation, that Company or an Affiliate is with Cause if such employment is terminated by action of the Company or an Affiliate on account of (i) the Participant has been charged by the United States Participant’s conviction of (or pleading guilty or nolo contendre to) any felony or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereofmisdemeanor involving moral turpitude; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct Participant’s indictment for any felony or being charged with a misdemeanor involving moral turpitude if such indictment or charge is not discharged or otherwise resolved within eighteen (including acts of employment discrimination or sexual harassment18) or fraudmonths; (iii) the Participant breached his obligations Participant’s commission of an act of fraud, theft, dishonesty or covenants restricting breach of fiduciary duty related to the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with Affiliate, the business of the Company in any material respect; or (iv) an Affiliate or the Participant materially failed to follow a proper directive of the Board within the scope performance of the Participant’s duties to the Company or an Affiliate; (which shall be capable of being performed iv) the continuing failure to perform, or habitual neglect by the Participant with reasonable effort) after written notice from the Board specifying in the performance required and of, the Participant’s duties to the Company or an Affiliate which, if such failure or neglect is curable, is not cured to perform the reasonable satisfaction of the Company of an Affiliate within thirty (30) days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, receipt of notice of such failure or omitted to be done, neglect; or (v) any breach by the Participant of a restrictive covenant or other written agreement between the Participant and the Company which, if such breach is curable, is not in good faith cured to the reasonable satisfaction of the Company or if an Affiliate within thirty (30) days after the result thereof would be unethical or illegalParticipant’s receipt of notice of such violation. Except as provided in this Section 2, any shares of Common Shares Stock covered by the Share Stock Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminates.

Termination of Employment Without Cause. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Company or an Affiliate without Cause and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; (iii) the Participant breached his the Participant’s obligations or covenants restricting the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed to follow a proper directive of the Board within the scope of the Participant’s duties (which shall be capable of being performed by the Participant with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within thirty days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal. Except as provided in this Section 2, any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminates.

Termination of Employment Without Cause. The Participant’s interest in all of the shares of Common Shares Stock covered by the Share Stock Award (if not sooner vested), shall become vested and nonforfeitable on as of the date that the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Company or an Affiliate without Cause and Cause, (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment endsends on account of a termination by the Company or an Affiliate without Cause and (iii) the Participant signs a general release of claims in favor of the Company and its Affiliates and other releasees as set forth in a form provided by the Company (the “Release”) and the Release is effective and irrevocable no later than the forty-fifth (45th) day after such termination. For purposes of this Agreement, a termination of the term “Cause” means that Participant’s employment with the Company or an Affiliate is with Cause if such employment is terminated by action of the Board concludes, in good faith and after reasonable investigation, that on account of (i) the Participant has been charged by the United States Participant’s conviction of (or pleading guilty or nolo contendre to) any felony or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereofmisdemeanor involving moral turpitude; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct Participant’s indictment for any felony or being charged with a misdemeanor involving moral turpitude if such indictment or charge is not discharged or otherwise resolved within eighteen (including acts of employment discrimination or sexual harassment18) or fraudmonths; (iii) the Participant breached his obligations Participant’s commission of an act of fraud, theft, dishonesty or covenants restricting breach of fiduciary duty related to the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with Affiliate, the business of the Company in any material respect; or (iv) an Affiliate or the Participant materially failed to follow a proper directive of the Board within the scope performance of the Participant’s duties to the Company or an Affiliate; (which shall be capable of being performed iv) the continuing failure to perform, or habitual neglect by the Participant with reasonable effort) after written notice from the Board specifying in the performance required and of, the Participant’s duties to the Company or an Affiliate which, if such failure or neglect is curable, is not cured to perform the reasonable satisfaction of the Board within thirty (30) days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, receipt of notice of such failure or omitted to be done, neglect; or (v) any breach by the Participant of a restrictive covenant or other written agreement between the Participant and the Company which, if such breach is curable, is not in good faith or if cured to the result thereof would be unethical or illegal. Except as provided in this Section 2, any Common Shares covered by reasonable satisfaction of the Share Award that are not vested and nonforfeitable on or before the date that Board within thirty (30) days after the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that receipt of notice of such employment terminatesviolation.

Termination of Employment Without Cause. The Participant’s interest in all of the Common Shares covered by the Share Award (if not sooner vested), shall become vested and nonforfeitable on the date that the Participant’s employment by the Company and its Affiliates ends if (i) such Except as provided in Section 3(e)(ii) below, if the Company or a Subsidiary terminates the Participant's employment without "Cause" prior to the time that Participant's Restricted Stock Units become vested, then a portion of his or her unvested Restricted Stock Units shall become immediately vested as of the date the Company or a Subsidiary terminates the Participant's employment without Cause. The portion of Restricted Stock Units that shall vest upon the Company's or a Subsidiary's termination of the Participant's employment without Cause is terminated determined by multiplying the sum of Participant's Restricted Stock Units granted under this Award by a fraction, the numerator of which is the number of days that Participant was employed by the Company or an Affiliate a Subsidiary from the Award Date until the date of Company's or Subsidiary's termination of Participant's employment without Cause Cause, , and the denominator of which is the number of days from the Award Date until the original vest date as set forth in the Award Notice. Issuance of Common Stock in payment of the vested Restricted Stock Units shall continue to be governed by Section 1(c) of this Agreement and shall not occur until after the Performance Period has ended to provide for calculation of the TSR Modifier. (ii) Notwithstanding the foregoing, if the Participant remains in is a "Key Employee," such pro rata portion of Participant's Restricted Stock Units shall become vested as provided above, but the continuous employ conversion to Common Stock and the distribution of Common Stock to the Participant shall not occur until the earlier of: (A) The date which is six (6) months after the date the Company terminates the Participant's employment without Cause, or an Affiliate from the Date (B) The date of Grant until the date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; Participant's death. (iii) Subject to Participant's compliance with the Participant breached his obligations or covenants restricting the recruitment of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed Section 9 below and to follow a proper directive applicable policies of the Board within Company, the scope of Restricted Stock Units shall, to the Participant’s duties (which shall be capable of being performed by extent the Participant right to receive shares has vested in accordance with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within thirty days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal. Except as provided in this Section 23(e), be sellable any Common Shares covered by the Share Award that are not vested and nonforfeitable on or before the date that the Participant’s employment by the Company and its Affiliates ends shall be forfeited on the date that such employment terminatestime.

Termination of Employment Without Cause. The Participant’s interest Company may at any time, in all its sole discretion, terminate the employment of Employee hereunder for any reason (other than those set forth in Section 7(a) above) upon written notice (the "Termination Notice") to Employee (a "Termination Without Cause"). In such event, the Company shall pay Employee an amount equal to the sum of the Common Shares covered by following: (i) any Base Compensation and vacation time accrued but unpaid as of the Share Award date of termination; (if not sooner vested)ii) subject to Section 7(1) below, shall become vested and nonforfeitable an amount (the "Severance Payment") equal to Employee's monthly Base Compensation in effect on the date that of termination for six (6) months payable as and when such amounts would have been due and payable hereunder had such termination not occurred (the Participant’s employment by the Company and its Affiliates ends if (i) such employment is terminated by the Company or an Affiliate without Cause and (ii) the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Grant until the date such employment ends. For purposes of this Agreement, the term “Cause” means that the Board concludes, in good faith and after reasonable investigation, that (i) the Participant has been charged by the United States or a State or political subdivision thereof with conduct which is a felony under the laws of the United States or any State or political subdivision thereof; (ii) the Participant engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; "Severance Period"); (iii) the Participant breached his obligations or covenants restricting the recruitment any portion of Company or Affiliate employees to work for another employer set forth in an agreement with the Company in any material respect; or (iv) the Participant materially failed to follow a proper directive of the Board within the scope of the Participant’s duties (which shall be capable of being performed by the Participant with reasonable effort) after written notice from the Board specifying the performance required and the Participant’s failure to perform within thirty days after such notice. For this purpose, no act, or failure to act, on the Participant’s part shall be deemed “willful” unless done, or omitted to be done, by the Participant not in good faith or if the result thereof would be unethical or illegal. Except as provided in this Section 2, any Common Shares covered by the Share Award stock options that are not has become vested and nonforfeitable on or before the date of such termination or shall become vested on or before the end of the calendar year of such termination shall be exercisable in accordance with the terms of the applicable plan, and all unvested shares shall terminate; and (iv) any reimbursement for expenses incurred in accordance with Section 5. Employee acknowledges that the Participant’s payments and benefits referred to in both Section 3(b) and this Section 7, together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employee's employment by under this Section 7, constitute the only payments which Employee shall be entitled to receive from the Company hereunder in the event of any termination of his employment pursuant to this Section 7, and its Affiliates ends the Company shall be forfeited on the date that such employment terminateshave no further liability or obligation to him hereunder or otherwise in respect of his employment.