Common use of Cancellation and Rescission Clause in Contracts

Cancellation and Rescission. If, at any time, (i) during Optionee’ employment with the Company or a Subsidiary or (ii) during the period after Optionee’s termination of employment with the Company or any Subsidiary for any reason, but not to exceed 24 months following Optionee’s termination of employment, Optionee engages in any “Detrimental Activity” (as defined below), the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this grant of the Option as of the first date Optionee engaged in the Detrimental Activity, as determined by the Committee. Without limiting the generality of the foregoing, the Committee may also require Optionee to pay to the Company any gain realized by Optionee from the Shares subject to this grant of the Option during the period beginning six months prior to the date on which Optionee engaged or began engaging in Detrimental Activity. As used in this Agreement, “Detrimental Activity” means the breach or violation by the Optionee of any of the covenants of the Optionee in this Section 10.