Common use of Termination of Amendment Clause in Contracts

Termination of Amendment. Sections 1 and 2 of this Amendment shall be terminated automatically upon the occurrence of any of the following: (a) the Optionee breaches any of his obligations under Sections 5 or 10.1 of the Separation Agreement, (b) the Optionee is terminated for Cause (as defined in the Consulting Agreement except that a termination pursuant to clause (iv) of such definition shall not be deemed a termination for Cause for purposes of this Section 3) by the Company under the Consulting Agreement, or (c) the Optionee breaches any of his obligations under Sections 11 or 12 of the Consulting Agreement. In the event of such a termination of Sections 1 and 2 of this Amendment, then (x) the terms of Sections 1 and 2 of this Amendment shall not survive such termination, (y) the parties shall refer to the Grant Notice and Agreement, in each case prior to the execution of this Amendment, to determine their respective rights and obligations with respect to the Grant Notice and Section 5 of the Agreement, and (z) any exercise of this Option and/or issuance of Shares that would not be permissible under the Grant Notice and the Agreement, without reference to Sections 1 and 2 of this Amendment, shall be forfeited and deemed null and void and without effect and the Optionee shall deliver promptly any certificates or other documents requested by the Company for the transfer to the Company of such forfeited Shares. For avoidance of doubt and notwithstanding anything in this Amendment, the Grant Notice, the Plan or the Agreement to the contrary, the “Termination Date” for purposes of the Grant Notice and Agreement shall be July 31, 2012, and nothing herein or otherwise shall be interpreted to extend such date.