Common use of GRANT TERMINATION Clause in Contracts

GRANT TERMINATION. The Company hereby grants to the Optionee Options to purchase a total of 2,000,000 shares of Common Stock of the Company, exercisable as provided in the Exercise Schedule set forth in Section 5 below at $1 per share (the “Exercise Price”). These Options shall terminate immediately upon Optionee’s termination of employment by the Company for Cause; twelve months after the Optionee’s termination of employment by the Company for other than Cause or voluntary termination of employment by Optionee; 12 months after the Optionee’s death or total disability; or ten years from the Award Date. For purposes of this Award Agreement, the term “Cause” means engaging in any activity adverse, contrary or harmful to the interests of the Company, including, but not limited to: (i) conduct related to the Optionee’s employment for which either criminal or civil penalties have been awarded against the Optionee, (ii) violation of Company policies, including, without limitation, the Company’s discrimination, harassment or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies, (iii) accepting employment with or serving as a consultant, advisor or in any other capacity to an entity that is, or proposes to be, in competition with or acting against the interests of the Company, including employing or recruiting any present, former or future employee of the Company