Common use of 2Termination for Cause Clause in Contracts

2Termination for Cause. (a) If the Participant’s Continuous Service is terminated for Cause, both the vested and unvested portions of the Option will immediately terminate and cease to be exercisable. If the Participant’s Continuous Service is terminated for Cause, all unvested PSUs, the number of shares of Common Stock underlying vested PSUs will immediately terminate, be forfeited or be repaid (or any combination thereof) as of the date such termination occurs. In the event the Participant has sold or otherwise transferred any vested shares of Common Stock that are to be forfeited pursuant to this Section 4.2, the Participant shall pay to the Company an amount equal to the Fair Market Value of such shares of Common Stock as of the date of such termination, as determined by the Committee in its good faith discretion. (b) For purposes of this Section 4.2, “Cause” means, as determined by the Committee in the Committee’s sole discretion, the commission of any act of fraud, embezzlement, dishonesty, or breach of fiduciary duty by, or at the request of, the Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Company (or any Affiliate), or any other intentional misconduct by such person adversely affecting the business or affairs or reputation of the Company (or any Affiliate) in a material manner, or the Participant’s discriminatory or harassing behavior, whether or not unlawful under federal, state or local law, or the Participant’s conviction of a felony; provided, however, that if the term or concept has been defined in an employment or similar type of agreement between the Company and the Participant, then “Cause” shall have the definition set forth in such agreement. The foregoing definition will not in any way preclude or restrict the right of the Company (or any Affiliate) to discharge or dismiss the Participant or other person in the service of the Company (or any Affiliate) for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination for Cause.