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

Termination of Service on the Board. a. Except as provided in Sections 4(b), 5 or 6 below, if prior to the Scheduled Vesting Date, the Participant resigns from service as a member of the Board, decides not to stand for reelection at the expiration of the Participant’s term of office as a member of the Board, is not nominated by the Board to stand for election at the Annual Shareholders’ Meeting at which the Participant’s term of office as a member of the Board expires, or, if nominated, is not reelected, then any Awarded Units held by the Participant which have not yet vested shall not be forfeited but shall remain unvested until the Scheduled Vesting Date, and the Participant shall vest, on the Scheduled Vesting Date, in that number of units equal to the Awarded Units multiplied by a fraction, the numerator of which is the number of full months from __________ to the date of the Participant’s Termination of Service (rounding any partial month to the next whole month) and the denominator of which is 12. Any Restricted Stock Units that are unvested at the Scheduled Vesting Date and that exceed the pro rata portion of the Awarded Units that become vested under this Section 4(a) shall 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. b. Notwithstanding the foregoing, if prior to the Scheduled Vesting Date, the Participant is removed from the Board by the shareholders of the Company for cause, or the Participant resigns or decides not to stand for reelection as a member of the Board following delivery of notice to the shareholders of a proposal to remove the Participant for cause (for these purposes, “cause” shall mean, with 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), then all Awarded Units 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 4(b), 5 or 6 below, if prior to the Scheduled Vesting Date, the Participant resigns from service as a member of the Board, decides not to stand for reelection at the expiration of the Participant’s term of office as a member of the Board, is not nominated by the Board to stand for election at the Annual Shareholders’ Meeting at which the Participant’s term of office as a member of the Board expires, or, if nominated, is not reelected, then any Awarded Units held by the Participant which have not yet vested shall not be forfeited but shall remain unvested until the Scheduled Vesting Date, and the Participant shall vest, on the Scheduled Vesting Date, in that number of units equal to the Awarded Units multiplied by a fraction, the numerator of which is the number of full months from __________________ to the date of the Participant’s Termination of Service (rounding any partial month to the next whole month) and the denominator of which is 12. Any Restricted Stock Units that are unvested at the Scheduled Vesting Date and that exceed the pro rata portion of the Awarded Units that become vested under this Section 4(a) shall 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. b. Notwithstanding the foregoing, if prior to the Scheduled Vesting Date, the Participant is removed from the Board by the shareholders of the Company for cause, or the Participant resigns or decides not to stand for reelection as a member of the Board following delivery of notice to the shareholders of a proposal to remove the Participant for cause (for these purposes, “cause” shall mean, with 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), then all Awarded Units 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.