Common use of Termination Not for Cause Clause in Contracts

Termination Not for Cause. If your Service with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an Affiliate, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate related to your Service with the Company or any Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public image.

Termination Not for Cause. If your Service employment or service with the Company or any Affiliate Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such Service employment or service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, termination or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. For purposes of this Agreement, “Cause” means (i) “cause” as defined in your employment agreement, if any, with the Company Employment Agreement or an Affiliate, or (ii) in the absence of such an agreement or such a definitiondefinition in such agreement, “Cause” will mean a determination by the Committee that you you: (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, ; (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, ; (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, ; (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, ; (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate Subsidiary as such policies or codes may be adopted from time to time, ; (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate Subsidiary related to your Service service with the Company or any Affiliate, Subsidiary; or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate Subsidiary or their legitimate business interests, including including, but not limited to to, their goodwill and public image.

Termination Not for Cause. If your Service service with the Company or any Affiliate Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such Service service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an AffiliateEmployment Agreement, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate Subsidiary as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate Subsidiary related to your Service service with the Company or any AffiliateSubsidiary, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate Subsidiary or their legitimate business interests, including but not limited to their goodwill and public image.

Termination Not for Cause. If your Service service with the Company or any Affiliate Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such Service service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an AffiliateEmployment Agreement, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including including, but not limited to to, willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate Subsidiary as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate Subsidiary related to your Service service with the Company or any AffiliateSubsidiary, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate Subsidiary or their legitimate business interests, including including, but not limited to to, their goodwill and public image.

Termination Not for Cause. If your Service service with the Company or any Affiliate Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such Service service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months one year following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an AffiliateEmployment Agreement, or in the absence of such an agreement or such a definition, “Cause” will mean a determination vote of the board of directors of the Company (the “Board”) resolving that you should be dismissed as a result of (i) your conviction of a felony; (ii) you engaging in any other act of fraud, intentional misrepresentation, moral turpitude, misappropriation or embezzlement, illegality or unlawful harassment which, as determined by the Committee that you Board in good faith and in light of all available facts, would: (A) have engaged in personal dishonestymaterially adversely affect the business or the reputation of the Company with its current or prospective customers, willful violation of any lawsuppliers, rule, lenders and/or other third parties with whom the Company does or regulation (other than minor traffic violations might do business; or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for expose the Company to a risk of material civil or criminal legal damages, liabilities or penalties; (iii) your repeated willful failure to follow the reasonable directives of the Board in connection with the business affairs of the Company; or (iv) any Affiliatematerial breach by you of this Agreement or material violation of the Company’s policies; or (v) your willful and deliberate non-performance of duty in connection with the business affairs of the Company, provided, however, in the event of termination based on (iii), (Civ) or (v), you will have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, period of thirty (D30) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited days after written notice to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by you from the Company or any Affiliate as such policies or codes may be adopted from time to timecure the circumstance, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate related to your Service with the Company or any Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public imageif curable.

Termination Not for Cause. If your Service service with the Company or any Affiliate Subsidiary terminates for any reason other than as described in Sections 3(a) or (b), unless such Service service is terminated for Cause (as defined below), this the Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this the Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months one year following your death if you die during such three-month period, but in each such case only to the extent this the Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an AffiliateEmployment Agreement, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any AffiliateSubsidiary, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate Subsidiary as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate Subsidiary related to your Service service with the Company or any AffiliateSubsidiary, or (G) have engaged in conduct that is likely to have a deleterious affect effect on the Company or any Affiliate Subsidiary or their legitimate business interests, including but not limited to their goodwill and public image.

Termination Not for Cause. If your Service In the event Grantee’s employment with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such Service is terminated by the Company not for Cause (as defined below), the following portion of the Award will vest and Shares equal to the number of such vested Performance Units will be distributed at the time set forth in this Option may be exercised by you at any time during the period ending on the earlier to occur of clause (iiv) below: (x) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as percentage of the date of your termination. “Cause” means “cause” as defined in your employment agreementAward earned based upon the extent, if any, with of attainment of the Company or an Affiliateperformance goals for the Award as measured at the end of the Performance Period, or multiplied by (y) a fraction, the numerator of which is the number of days during the Performance Period ending on the date of such termination of employment and the denominator of which is the number of days in the absence of such an agreement or such a definitionPerformance Period. Such Shares will be distributed to Grantee on the Payment Date described pursuant to paragraphs (b) and (c) above. For purposes hereof, “Cause” will shall mean (I) conviction of Grantee of a determination by felony involving moral turpitude or dishonesty; (II) Grantee, in carrying out his or her duties for the Committee that you Company, has been guilty of (A) have engaged in personal dishonesty, willful violation of any law, rule, gross neglect or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed willful misconduct; provided, however, that any act or failure to satisfactorily perform your duties and responsibilities act by Grantee shall not constitute Cause for the Company this purpose if such act or any Affiliate, (C) have been convicted offailure to act was committed, or plead nolo contendere toomitted, any felony or by Grantee in good faith and in a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct manner reasonably believed to be in the performance overall best interests of your duties, including but not limited the Company; (III) Grantee’s continued willful refusal to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached obey any corporate appropriate policy or code of conduct established requirement duly adopted by the Company or any Affiliate as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company continuance of such refusal after receipt of notice; or any Affiliate related (IV) Grantee’s sustained failure to your Service with perform the essential duties of Grantee’s role after receipt of notice. The determination of whether Grantee acted in good faith and that he or she reasonably believed his or her action to be in the Company’s overall best interest will be in the reasonable judgment of the General Counsel of the Company or, if the General Counsel shall have an actual or any Affiliatepotential conflict of interest, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public imageCommittee.

Termination Not for Cause. If your Service with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three (3) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an Affiliate, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (Dturpitude,(C) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (ED) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate as such policies or codes may be adopted from time to time, (FE) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate related to your Service with the Company or any Affiliate, or (GF) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public image. Your Service with the Company shall be deemed to have been terminated for Cause effective as of your date of termination if facts and circumstances are discovered after your Service has terminated that would have justified a termination for Cause as of your date of termination.

Termination Not for Cause. If your Service with the Company or any Affiliate terminates for any reason other than as described in Sections 3(a) or (b), unless such Service is terminated for Cause (as defined below), this Option may be exercised by you at any time during the period ending on the earlier to occur of (i) the date that is three seven (37) months following your termination, or (ii) the Expiration Date, or by your estate (or the person who acquires this Option by will or the laws of descent and distribution or otherwise by reason of your death) during a period of twelve (12) months following your death if you die during such three-month period, but in each such case only to the extent this Option was exercisable for Vested Shares as of the date of your termination. “Cause” means “cause” as defined in your employment agreement, if any, with the Company or an Affiliate, or in the absence of such an agreement or such a definition, “Cause” will mean a determination by the Committee that you (A) have engaged in personal dishonesty, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty involving personal profit, (B) have failed to satisfactorily perform your duties and responsibilities for the Company or any Affiliate, (C) have been convicted of, or plead nolo contendere to, any felony or a crime involving moral turpitude, (D) have engaged in negligence or willful misconduct in the performance of your duties, including but not limited to willfully refusing without proper legal reason to perform your duties and responsibilities, (E) have materially breached any corporate policy or code of conduct established by the Company or any Affiliate as such policies or codes may be adopted from time to time, (F) have violated the terms of any confidentiality, nondisclosure, intellectual property, nonsolicitation, noncompetition, proprietary information or inventions agreement, or any other agreement between you and the Company or any Affiliate related to your Service with the Company or any Affiliate, or (G) have engaged in conduct that is likely to have a deleterious affect on the Company or any Affiliate or their legitimate business interests, including but not limited to their goodwill and public image.