Common use of Termination or Suspension of Employment or Service Clause in Contracts

Termination or Suspension of Employment or Service. (as generally defined under Section 11 of the Plan). (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Award will be cancelled (forfeited) on such termination date. (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Award will be determined in accordance with the conditions listed under Section 3 above. In cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of Micro, waive in whole or in part any or all remaining restrictions with respect to such Awardee’s shares of the Restricted Stock Award. (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Restricted Stock Award will vest in accordance with the conditions listed in Section 3 above. (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Restricted Stock Award has vested, Awardee forfeits Awardee’s rights to the then unvested Restricted Stock Award.

Termination or Suspension of Employment or Service. (as generally defined under Section 11 of the Plan). (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Unit Award will be determined in accordance with the conditions listed under Section 3 above. In cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of Micro, waive in whole or in part any or all remaining restrictions with respect to such Awardee’s shares of the Restricted Stock Unit Award. (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Restricted Stock Unit Award will vest in accordance with the conditions listed in Section 3 above. (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Restricted Stock Unit Award has vested, Awardee forfeits Awardee’s rights to the then unvested Restricted Stock Unit Award.

Termination or Suspension of Employment or Service. (as generally defined under Section 11 of the Plan). (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Award will be determined in accordance with the conditions listed under Section 3 above. In cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of Micro, waive in whole or in part any or all remaining restrictions with respect to such Awardee’s shares of the Restricted Stock Award. (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliate), Awardee’s unvested Restricted Stock Award will vest in accordance with the conditions listed in Section 3 above. (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. Upon . (c) In the event of Awardee’s termination for cause during death, Awardee’s unvested Restricted Stock Unit Award will immediately vest and become transferable to Awardee’s heirs as of the period before effective date of Awardee’s death. The Company shall issue the underlying shares to the Awardee’s heirs, at their request, within six months following the death. If Awardee’s heirs do not request the issuance of the underlying shares within six months of Awardee’s death, the Restricted Stock Unit Award has vested, Awardee forfeits will be forfeited. (d) In the event of Awardee’s rights to the then Disability, Awardee’s unvested Restricted Stock AwardUnit Award will immediately vest as of the effective date of such Awardee’s Disability, as defined under the Plan or on the date of Awardee’s death. (e) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of Micro or any Affiliate, the date such Awardee is no longer a member of the Board.

Termination or Suspension of Employment or Service. (as generally defined under Section 11 of the Plan). (a) In the event Awardee voluntarily terminates his/her employment with Micro or an Affiliate, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. (b) In the event of Awardee’s Retirement, Disability or death, the forfeiture or vesting of Awardee’s unvested Restricted Stock Unit Award will be determined in accordance with the conditions listed under Section 3 above. In cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of Micro, waive in whole or in part any or all remaining restrictions with respect to such Awardee’s shares of the Restricted Stock Unit Award. (c) In the event Awardee’s employment with Micro or an Affiliate is involuntarily terminated by Micro or an Affiliates Affiliate other than for cause (“cause” shall mean Awardee’s commission of a felony, gross negligence, fraud or material failure to use his/her best efforts to perform his/her duties to Micro or an Affiliate, which material failure continues for a period of 30 days following written notice thereof from Micro or an Affiliateas defined under the 2007 LTP), Awardee’s unvested Restricted Stock Unit Award will vest in accordance with the conditions listed in Section 3 above. (d) If Awardee’s employment or service is terminated for cause as defined above, Awardee’s unvested Restricted Stock Unit Award will be cancelled (forfeited) on such termination date. Upon Awardee’s termination for cause during the period before the Restricted Stock Unit Award has vested, Awardee forfeits Awardee’s rights to the then unvested Restricted Stock Unit Award. (e) Except as the Committee may at any time otherwise provide or as required to comply with applicable law: (i) If an Awardee’s employment or service with Micro or its Affiliates is terminated by reason of Retirement during the calendar year in which this Award is granted, an Awardee’s right to receive a payment under this Award shall be based on the number of full calendar months of participation as an Awardee through the termination date as the numerator, and whose denominator shall be 12. (ii) If Awardee’s employment or service with Micro or its Affiliates is terminated by reason of Retirement following the year in which the grant was awarded, he shall have the right to receive his full payment under the Award, if any, to which he would be entitled had he remained employed through the end of the Measurement Period (as defined in the 2007 LTP) with payout based upon results at the end of the Measurement Period (as defined in the 2007 LTP). (iii) Restrictions on all Awards will lapse following the end of the 2007 LTP performance measurement cycle in accordance with Section 3 above. (f) Except as the Committee may otherwise determine, termination of Awardee’s employment or service for any reason shall occur on the date such Awardee ceases to perform services for Micro or any Affiliate without regard to whether such Awardee continues thereafter to receive any compensatory payments therefrom or is paid salary thereby in lieu of notice of termination or, with respect to a member of the Board who is not also an employee of Micro or any Affiliate, the date such Awardee is no longer a member of the Board.