The Compensation Committee of the Board Clause Samples

The Compensation Committee of the Board of Directors, in its sole discretion, may accelerate the vesting of some or all unvested Shares in the event Employee’s employment is terminated for reasons other than “cause.” For purposes of this Agreement “cause” means termination because Employee (A) is indicted for committing a felony or a decision or determination is rendered by any court or governmental authority that Employee has committed any act involving fraud, dishonesty, breach of trust or moral turpitude, (B) willfully breaches Employee’s duty of loyalty to, or commits an act of fraud or dishonesty, upon the Company, one of its Subsidiaries or affiliates, including a Fertility Centers Division Partner or a Vein Clinic, (C) demonstrates gross negligence, willful misconduct or insubordination, (D) in the reasonable judgment of the Board of Directors, engages in personal misconduct of such a material nature as to render Employee’s presence as an executive of the Company detrimental to the Company and its reputation, (E) commits a material breach of or default under Employee’s employment duties, and Employee fails to cure such breach or default within ten (10) days after prior written notice thereof from the Company, or (F) commits a material breach of, or default under, any non-disclosure, confidentiality, non-competition, non-enticement of Executives (including non-solicitation, non-employment, non-retention or non-engagement of Executives) or similar agreement, obligation or covenant heretofore or hereafter entered into with or for the benefit of the Company.