Common use of Acts Contrary to Corporation Clause in Contracts

Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period Grantee has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by Grantee from the sale or other disposition of all Earned Shares which vest during the two (2) year period prior to the Corporation’s determination shall be paid by Grantee to the Corporation, or such Earned Shares shall be returned to the Corporation. Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the Corporation under this paragraph 3(d).

Acts Contrary to Corporation. Unless a Change in Control shall have occurred after the date hereof, if the Corporation reasonably determines that at any time within two (2) years after the lapse of the Restriction Period Grantee has acted significantly contrary to the best interests of the Corporation, including, but not limited to, any direct or indirect intentional disparagement of the Corporation, then all consideration (without regard to tax effects) received directly or indirectly by Grantee from the sale or other disposition of all Earned Shares which vest during the two (2) year period prior to the Corporation’s determination shall be paid by Grantee to the Corporation, or such Earned Shares shall be returned to the Corporation. Grantee consents to the deduction from any amounts the Corporation or any of its Affiliates owes to Grantee to the extent of the amounts Grantee owes the Corporation under this paragraph 3(d).