place of employment as of the Award Date; or (iv) a material breach by the Company of any term or provision of this Agreement; provided, however, that no event or condition shall constitute Good Reason unless, (x) within 90 days from Grantee first acquiring actual knowledge of the existence of the Good Reason condition described in this Section, Grantee provides the Board of Directors of the Company (the Board) written notice of Grantees intention to terminate Grantees employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by 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.
3.7 Effect of Forfeiture. Any Performance Units forfeited pursuant to Section 3.3 shall revert to the Company.
SECTION 4. FORM OF PERFORMANCE UNITS. The Performance Units shall not be certificated. On the Conversion Date, the Company shall cause its Transfer Agent to record Grantees ownership of the Common Stock of the Company (into which the Performance Units are converted) in unrestricted book entry form 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 PERFORMANCE UNITS.
5.1 Except as otherwise provided in the Plan, the Performance Units 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 Conversion Date. Any attempted Transfer of the Performance Units, other than in accordance with the terms set forth herein, shall be void and of no effect.