Common use of Transfer and Termination Clause in Contracts

Transfer and Termination. This option is not transferable by the Holder otherwise than by will or the laws of descent and distribution, unless approved by the Company in writing. In the event the Holder's employment, directorship or consultancy is terminated by the Company for Cause (as defined below), the Participant's right to exercise any unexercised portion of the Option shall cease immediately as of the date of termination, and the Option shall thereupon terminate. For purposes of this Agreement, the term Cause means (i) the conviction of the Holder of any felony involving moral turpitude, (ii) any acts of fraud or embezzlement by the Holder involving the Company or any of its Affiliates, 2 (iii) violation of any federal, state or local law, or administrative regulation related to the business of the Company, (iv) breach of fiduciary duty, including, but not limited to, conflict of interest, (v) conduct that could result in publicity reflecting unfavorably on the Company in a material way, or (vi) failure to comply with any written policies of the Company. Notwithstanding anything herein to the contrary, if subsequent to the Participant's termination, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Holder's termination, the Holder engaged in conduct which would constitute Cause, then the Holder shall immediately cease to have any right to exercise the Option and the Option shall thereupon terminate.