Common use of Termination for Cause or Other Than for Good Reason Clause in Contracts

Termination for Cause or Other Than for Good Reason. Except as otherwise provided in Section 2(f) below, if your employment with the Company is terminated by the Company for Cause or by you other than for a Good Reason (as defined below), the unvested shares of Restricted Stock shall be forfeited without consideration. For purposes of this Section 2, the term “Good Reason” shall have the meaning ascribed to such term in your Employment Agreement, or if the Employment Agreement has terminated, shall mean (i) a material adverse change in the nature or scope of your authorities, powers, duties and functions performed; (ii) a material reduction in your base salary or in the cash bonus opportunities made available to you, excluding opportunities under (A) any plan, program, arrangement or agreement providing for compensation in the form of overriding royalty interests or income from overriding royalty interests, (B) any equity-based compensation plans, programs, arrangements or agreements, including, but not limited to, stock options, and (C) 401(k) and profit-sharing plans; or (iii) your permanent place of employment with the Company is changed to a location that is more than 50 miles from your location prior to such change.