DEFINED TERMS USED IN THE
RESTRICTED STOCK AGREEMENT
The following terms used in this Agreement have the following meanings:
Cause shall mean:
(i) the willful and continued failure by the Employee substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness or any such actual or anticipated failure resulting from the Employees termination for Good Reason),
(ii) the Employees conviction or plea bargain of any felony or gross misdemeanor involving moral turpitude, fraud or misappropriation of funds, or
(iii) the willful engaging by the Employee in misconduct which causes substantial injury to the Company or its Affiliates, its other employees or the employees of its Affiliates or its clients or the clients of its Affiliates, whether monetarily or otherwise. For purposes of this paragraph, no action or failure to act on the Employees part shall be considered willful unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company.
Good Reason shall mean the occurrence of any of the following events, in each case, after the Employee has provided written notice to the Company within 30 days of the occurrence of such event and the Company has failed to cure, to the Employees reasonable satisfaction, the cause of such event within 30 days after the date of such written notice (and the Employee terminates employment within 30 days of the expiration of such cure period), except for the occurrence of such an event in connection with the termination or reassignment of the Employees employment by the Company (or any Affiliate then employing the Employee) for Cause, for Disability or for death:
(i) the assignment to the Employee of employment duties or responsibilities which are not at least of materially comparable responsibility and status as the employment duties and responsibilities held by the Employee immediately prior to a Change in Control, or any removal of the Employee from or any failure to reelect or reappoint the Employee to any positions held by the Employee immediately prior to a Change in Control, except in connection with the termination of his or her employment for Disability, Retirement or Cause, or as a result of the Employees death, or by the Employee other than for Good Reason;
(ii) a material reduction by the Company (or any Affiliate then employing the Employee) in the Employees base salary as in effect immediately prior to a Change in Control or as the same may be increased from time to time during the term of this Agreement; or
(iii) the Companys (or any Affiliate then employing the Employee) requiring the Employee to be based anywhere other than within 50 miles of the Employees office location immediately prior to a Change in Control, except for requirements of temporary travel on the Companys business to an extent substantially consistent with the Employees business travel obligations immediately prior to a Change in Control.
Termination of Employment shall mean the Employees termination of employment with the Company and all Affiliates. For avoidance of doubt, if the Employee is employed by an Affiliate that is sold or otherwise ceases to be an Affiliate of the Company, the Employee shall incur a Termination of Employment.