the Board within 30 days of the Boards receipt of such notice (or, in the event that such grounds cannot be corrected within such 30-day period, the Board has not taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter); and (z) the Grantee terminates Grantees employment with the Company immediately following expiration of such 30-day period. Any attempt by the Board to correct a stated Good Reason shall not be deemed an admission by the Board that the Grantees assertion of Good Reason is valid.
For purposes of this Agreement, Cause means:
(i) gross negligence in the performance of Grantees duties and responsibilities, which negligence results in material harm to the business, interests or reputation of the Company;
(ii) a violation of any material Company policy, including, without limitation, the theft, embezzlement or misappropriation or material misuse of any Company funds or property;
(iii) any criminal or civil conviction for a crime involving moral turpitude;
(iv) willful and continued failure by Grantee to perform his or her duties and responsibilities; or
(v) any misconduct that, in the Companys good faith determination, is materially harmful to the business, interests or reputation of the Company.
3.5 Effect of Forfeiture. Any Award Shares forfeited pursuant to Section 3.1 shall revert to the Company.
SECTION 4. STOCK CERTIFICATES. Upon grant of the Award Shares, the Company shall cause its Transfer Agent to record Grantees ownership of such Award Shares in book entry form. As Award Shares vest hereunder, such Award Shares shall be transferred into an unrestricted account in the name of the Grantee or, at the request of the Grantee, issued in stock certificate form. Any such certificates shall be unencumbered by any of the restrictions enumerated herein other than such restrictions as may be imposed by applicable federal or state securities laws and regulations.
SECTION 5. TRANSFER OF AWARD SHARES.
5.1 Except as otherwise provided in the Plan, the unvested Award Shares shall not be offered, sold, transferred, assigned, exchanged, pledged, encumbered or otherwise disposed of (each, a Transfer) for any purpose whatsoever, other than to the Company, and shall not be subject, in whole or in part, to execution, attachment, or similar process in all such cases until the date of vesting. Any attempted Transfer of the unvested Award Shares, other than in accordance with the terms set forth herein, shall be void and of no effect.
5.2 Grantee acknowledges that any sale, assignment, transfer or other disposition of vested Award Shares may be subject to restrictions contained in applicable federal or state securities laws and regulations and that any such sale, assignment, transfer or other disposition of Award Shares by him or her will be in compliance with such laws and regulations.