Common use of Termination Without Cause and Resignation for Good Reason Clause in Contracts

Termination Without Cause and Resignation for Good Reason. In the event Participant is terminated from the employ of the Company without Cause (“Termination Without Cause) or resigns from the employ of the Company for Good Reason (“Resignation for Good Reason”), all shares of Restricted Stock that are not then Vested shall become Vested as of the date of Participant’s termination from the employ of the Company on account of Termination Without Cause or Resignation for Good Reason, as applicable. For purposes of this Agreement, the term “Cause” shall mean (i) an action or omission of the Participant which constitutes a willful and material breach of, or failure or refusal (other than by reason of his disability) to perform his duties under, an employment or other agreement which is not cured within fifteen (15) days after receipt by the Participant of written notice of same, (ii) fraud, embezzlement, misappropriation of funds or breach of trust in connection with Participant’s services under an employment or any other agreement, (iii) conviction of a felony or any other crime which involves dishonesty or a breach of trust, or (iv) gross negligence in connection with the performance of the Participant’s duties under an employment or other agreement, which is not cured within fifteen (15) days after written receipt by the Participant of written notice of same. For purposes of this Agreement, the term “Good Reason” shall mean (i) the assignment to the Participant of any duties or responsibilities inconsistent in any respect with the Participant’s position or a similar position in the Company or one of its subsidiaries, as contemplated by an employment or other agreement, or any other action by the Company which results in a substantial and compelling diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Participant; (ii) any failure by the Company to comply with any of the provisions regarding compensation or benefit programs under an employment or other agreement, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant; (iii) the Company’s requiring the Participant to be based at any office or location outside of the area for which Participant was originally hired to work except for travel reasonably required in the performance of the Participant’s responsibilities. For purposes of this Section 5, any good faith determination of “Good Reason” made by the Board of Directors of the Company shall be conclusive.