Misconduct. If a Grantee’s employment is terminated as a result of deliberate, willful or gross misconduct, this PSU Award will be forfeited immediately upon the Grantee’s receipt of notice of such termination.

Misconduct. Unless a Change of Control shall have occurred after the date hereof:

No Misconduct. If at any time prior to the date the Annual Incentive Award is paid by the Company or an Affiliate, a Participant is determined by the Administrator to have engaged in Misconduct, then no such Annual Incentive Award shall be paid to such Participant.

Gross Misconduct. The Company can terminate the Executive’s employment and the Period of Employment at any time for Gross Misconduct. “Gross Misconduct” means the occurrence of any of the following:

Financial Misconduct. If the Board or the Committee has determined that any fraud, negligence, or intentional misconduct by the Participant was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), the Board or Committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. In determining what Remedies to pursue, the Board or Committee will take into account all relevant factors, including # whether the restatement was the result of fraud, negligence, or intentional misconduct by the Participant and the extent to which such conduct contributed to the need for restatement, # the amount of any incentive compensation that was calculated based upon the achievement of certain financial results that were subsequently reduced due to the restatement, and # the amount of any bonus or incentive compensation that would have been awarded to the Participant had the financial results been properly reported.

Termination for Misconduct. Notwithstanding anything else herein to the contrary, the Insider’s Options shall terminate in their entirety, regardless of whether such Options are vested, immediately upon:

Willful misconduct;

Any act of gross insubordination or willful misconduct; or

commission of gross misconduct which is injurious to the Company;

Except in the case of intentional misconduct or gross negligence,