Common use of Termination of Service on the Board Clause in Contracts

Termination of Service on the Board. (a) Except as provided in Sections 7(b), 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's term of office, is not nominated by the Board to stand for election at the Annual Stockholders' Meeting at which the Director's term of office expires, or, if nominated, is not reelected, then any Restricted Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4. (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's duties and responsibilities for any reason other than illness or incapacity), then all Restricted Stock Units which have not previously become vested shall immediately be forfeited.

Termination of Service on the Board. (a) a. Except as provided in Sections 7(b4(b), 8 5 or 9 6 below, if the Director Participant resigns from service as a member of the Board of DirectorsBoard, decides not to stand for reelection at the expiration of the Director's Participant’s term of officeoffice as a member of the Board, is not nominated by the Board to stand for election at the Annual Stockholders' Shareholders’ Meeting at which the Director's Participant’s term of office as a member of the Board expires, or, if nominated, is not reelected, then any Restricted Stock Awarded Units held by the Director Participant which have not yet vested shall not be forfeited, forfeited but shall remain unvested until such time as such Restricted Stock Awarded Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a4(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 48. (b) b. Notwithstanding the foregoing, if the Director Participant is removed from the Board by the stockholders shareholders of the Corporation Company for cause, or the Director Participant resigns or decides not to stand for reelection as a member of the Board following delivery of notice to the stockholders shareholders of a proposal to remove the Director Participant for cause (for these purposes, cause “cause” shall includemean, but not be limited towith respect to any particular Participant, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such Participant caused demonstrable, material harm to the Company through bad faith or active and deliberate dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's duties and responsibilities for any reason other than illness or incapacity), then all Restricted Stock Awarded Units which have not previously become vested shall immediately be forfeited. Upon forfeiture, all of the Participant’s rights and interest with respect to the forfeited Awarded Units (and related dividend equivalents) shall cease and terminate, without any further obligations on the part of the Company.

Termination of Service on the Board. (a) Except as provided in Sections 7(b6(b), 7 or 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's ’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders' ’ Meeting at which the Director's ’s term of office expires, or, if nominated, is not reelected, then any Restricted Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4. (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's ’s duties and responsibilities for any reason other than illness or incapacity), then all Restricted Deferred Stock Units which have not previously become vested shall immediately be forfeited.

Termination of Service on the Board. (a) Except as provided in Sections 7(b6(b), 7 or 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's ’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders' ’ Meeting at which the Director's ’s term of office expires, or, if nominated, is not reelected, then any Restricted Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4). (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's ’s duties and responsibilities for any reason other than illness or incapacity), then all Restricted Deferred Stock Units which have not previously become vested shall immediately be forfeited.

Termination of Service on the Board. (a) Except as provided in Sections 7(b), 8 6(b) or 9 6(c) below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's term of office, is not nominated by the Board to stand for election at the Annual Stockholders' Meeting at which the Director's term of office expires, or, if nominated, is not reelected, then any shares of Restricted Stock Units held by the Director which have not yet vested shall not be forfeited, but remain subject to the restrictions imposed by this Agreement and shall remain unvested until such time as such Restricted Stock Units would otherwise have become vested vest as provided in Section 3 (disregarding, for purposes of this Section 7(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4. (b) Notwithstanding the foregoing, if If the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's duties and responsibilities for any reason other than illness or incapacity), then all unvested shares of Restricted Stock Units which have not previously become vested then held by the Director shall immediately be forfeited. (c) If the Director ceases to serve as a member of the Board prior to the end of the Director's term as a result of the Director's total disability, or as a result of retirement after age 65, vesting shall be accelerated, all remaining restrictions imposed on the Restricted Shares by this Agreement shall lapse immediately, and stock certificates for the shares may be delivered to the Director, free of any transfer restrictions.

Termination of Service on the Board. (a) Except as provided in Sections 7(b6(b), 7 or 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's ’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders' ’ Meeting at which the Director's ’s term of office expires, or, if nominated, is not reelected, then any Restricted Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued pursuant to Section 4. (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's ’s duties and responsibilities for any reason other than illness or incapacity), then all Restricted Deferred Stock Units which have not previously become vested shall immediately be forfeited. A Director shall have total disability only if he is “disabled” within the meaning of Section 409A of the Internal Revenue code of 1986, as amended (the “Code”). (c) Any stock certificates deliverable under Sections 7(a) or 7(b) shall be delivered immediately upon the Director’s death or disability as applicable (or as soon as practicable thereafter, but in no event later than December 31 of the year in which the applicable event occurred or, if later, by the 15th day of the third calendar month following the event).

Termination of Service on the Board. (a) Except as provided in Sections 7(b6(b), 7 or 8 or 9 below, if the Director resigns from service as a member of the Board of Directors, decides not to stand for reelection at the expiration of the Director's ’s term of office, is not nominated by the Board to stand for election at the Annual Stockholders' ’ Meeting at which the Director's ’s term of office expires, or, if nominated, is not reelected, then any Restricted Deferred Stock Units held by the Director which have not yet vested shall not be forfeited, but shall remain unvested until such time as such Restricted Deferred Stock Units would otherwise have become vested as provided in Section 3 (disregarding, for purposes of this Section 7(a6(a), the requirement of continued service on the Board of Directors as specified in Section 3) and shall be issued delivered pursuant to Section 4. (b) Notwithstanding the foregoing, if the Director is removed from the Board by the stockholders of the Corporation for cause, or the Director resigns or decides not to stand for reelection following delivery of notice to the stockholders of a proposal to remove the Director for cause (for these purposes, cause shall include, but not be limited to, dishonesty, incompetence, moral turpitude, other misconduct of any kind and the refusal to perform the Director's ’s duties and responsibilities for any reason other than illness or incapacity), then all Restricted Deferred Stock Units which have not previously become vested shall immediately be forfeited.