Certain Forfeitures Clause Samples
Certain Forfeitures. The Administrator may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to the applicable vesting conditions of an Award. Such events may include, without limitation, breach of any non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in an Award Agreement or that are otherwise applicable to the Participant, a termination of the Participant’s employment for Cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company and its Subsidiaries and/or its Affiliates.
Certain Forfeitures. Notwithstanding any provision to the contrary contained herein or in the Warrant Agreement, if the initial Registered Holder's employment with the Company or a subsidiary thereof is terminated under circumstances constituting Cause (as defined in the Warrant Agreement) or if the Registered Holder commits Injurious Conduct (as defined in the Warrant Agreement), then, unless otherwise determined by the Chairman of the Company (the "CHAIRMAN"):
(i) all outstanding Warrants held by the Registered Holder (and/or, if applicable, any Permitted Transferees) as of the date of such termination or the discovery of such conduct shall terminate and be forfeited, whether or not theretofore vested;
(ii) the Registered Holder (and/or, if applicable, any Permitted Transferees) shall (a) sell back to the Company all shares of Common Stock that are held, as of the date of such termination or the discovery of such conduct, by the Registered Holder (and/or, if applicable, any Permitted Transferees) and that were acquired upon exercise of the Warrants on or after the date which is 365 days prior to the date of such termination or the discovery of such conduct (shares of Common Stock so acquired, the "ACQUIRED SHARES"), for a per share price equal to the per share Exercise Price of the Warrants, and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by the Registered Holder (and/or, if applicable, by any Permitted Transferees), repay to the Company the excess of the aggregate Fair Market Value (as defined in the Warrant Agreement) of such Acquired Shares on the date of such sale or disposition over the aggregate per share Exercise Price with respect to the Acquired Shares. For purposes of the preceding clause (ii)(b) of this Section 7, the amount of the repayment described therein shall not be affected by whether the Registered Holder (and/or, if applicable, any Permitted Transferees) received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by means of offset against any amount owed by the Company or a subsidiary thereof to the Registered Holder or, if applicable, any Permitted Transferees.
Certain Forfeitures. Notwithstanding anything contained herein to the contrary, in the event that a Liquidity Event has not occurred as of August 31, 2017, the entire Award (whether or not vested) shall be immediately forfeited with no consideration due the Participant in respect thereof.