Common use of Terminations without Cause or due to Death or Disability Clause in Contracts

Terminations without Cause or due to Death or Disability. In the event the Participant is terminated by the Company without Cause, or due to his death or Disability, all unvested shares of Restricted Stock shall remain open and continue to vest on the FID as if the Participant had not experienced a Termination of Service; provided, however, that the Plan Administrator will have the ability, in its sole discretion, to accelerate the vesting of the Restricted Stock even if the FID has not yet occurred. Notwithstanding anything contained in the Plan, for purposes of this Agreement, “Cause” shall mean a Termination of Service with the Participant’s Employer under any of the following circumstances: (i) the indictment for, the conviction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Participant’s gross negligence with regard to the Company or any Subsidiary in respect of the Participant’s duties for the Company or any Subsidiary; (iii) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Subsidiary economically or reputation wise; (iv) the Participant’s material breach of this Agreement, any employment or consulting agreement entered into with the Company or any Subsidiary or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (v) the Participant’s failure to perform his or her reasonably assigned duties to the Company or Subsidiary, including by reason of the Participant’s habitual absenteeism or due to the Participant’s insubordination (other than such failure resulting from the Participant’s incapacity due to physical or mental illness), which failure has continued for a period of at least ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the Company believes the Participant has not performed his or her duties.

Terminations without Cause or due to Death or Disability. In the event the Participant is terminated by the Company without Cause, or due to his death or Disability, all unvested shares of Restricted Stock shall remain open and continue to vest on achievement of the FID applicable Performance Goal to which each share is based, as if the Participant had not experienced a Termination of Service; provided, however, that the Plan Administrator will have the ability, in its sole discretion, to accelerate the vesting of some or all of the Restricted Stock even if the FID has Performance Goals to which the respective shares relate have not yet occurredbeen achieved. Notwithstanding anything contained in the Plan, for purposes of this Agreement, “Cause” shall mean a Termination of Service with the Participant’s Employer under any of the following circumstances: (i) the indictment for, the conviction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Participant’s gross negligence with regard to the Company or any Subsidiary in respect of the Participant’s duties for the Company or any Subsidiary; (iii) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Subsidiary economically or reputation wise; (iv) the Participant’s material breach of this Agreement, any employment or consulting agreement entered into with the Company or any Subsidiary or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (v) the Participant’s failure to perform his or her reasonably assigned duties to the Company or Subsidiary, including by reason of the Participant’s habitual absenteeism or due to the Participant’s insubordination (other than such failure resulting from the Participant’s incapacity due to physical or mental illness), which failure has continued for a period of at least ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the Company believes the Participant has not performed his or her duties.

Terminations without Cause or due to Death or Disability. In the event the Participant is terminated by the Company without Cause, or due to his death or Disability, all unvested shares of Restricted Stock the Option shall remain open and continue to vest be exercisable on the FID as if the Participant had not experienced a Termination of Service; provided, however, that the Plan Administrator will have the ability, in its sole discretion, to accelerate the vesting exercise of the Restricted Stock Option even if the FID has not yet occurred. Notwithstanding anything contained in the Plan, for purposes of this Agreement, “Cause” shall mean a Termination of Service with the Participant’s Employer under any of the following circumstances: (i) the indictment for, the conviction of, or the pleading of guilty or nolo contendere to, any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Participant’s gross negligence with regard to the Company or any Subsidiary in respect of the Participant’s duties for the Company or any Subsidiary; (iii) the Participant’s willful misconduct having or, which in the good faith discretion of the Board could have, an adverse impact on the Company or any Subsidiary economically or reputation wise; (iv) the Participant’s material breach of this Agreement, any employment or consulting agreement entered into with the Company or any Subsidiary or material breach of any code of conduct or ethics or any other policy of the Company, which breach (if curable in the good faith discretion of the Board) has remained uncured for a period of ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the agreement or policy has been materially breached; or (v) the Participant’s failure to perform his or her reasonably assigned duties to the Company or Subsidiary, including by reason of the Participant’s habitual absenteeism or due to the Participant’s insubordination (other than such failure resulting from the Participant’s incapacity due to physical or mental illness), which failure has continued for a period of at least ten (10) days following the Company’s delivery of written notice to the Participant specifying the manner in which the Company believes the Participant has not performed his or her duties.