Conditions of Forfeiture. Except as set forth in Section 3 above, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reason, including but not limited to Participant’s voluntary resignation or termination by the Company with or without cause, before all of the Awarded Shares become Vested Awarded Shares, all Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Awarded Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Participant, and the Company shall have the full right to cancel any evidence of Participant’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his acceptance of this Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer Unvested Awarded Shares that are forfeited to the Company and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. The provisions of this Agreement regarding transfers of Unvested Awarded Shares that are forfeited shall be specifically performable by the Company in a court of equity or law.
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Board Service (the “Termination Date”) for any reason except as a result of (i) the death of Participant, (ii) Participant’s not being nominated for or elected to a new term as a member of the Board (a “Director”) or (iii) Participant’s resignation at the request and for the convenience of the Board other than for “Cause” (as defined in Section 4(b) of this Agreement) before the Restricted Stock Units become vested, all unvested Restricted Stock Units as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. Unvested Restricted Stock Units that are forfeited shall be deemed to be immediately cancelled without any payment by the Company or action by Participant. Following such forfeiture, Participant shall have no further rights with respect to such forfeited Restricted Stock Units.
(b) Notwithstanding anything to the contrary in this Agreement, the unvested Restricted Stock Units shall become vested (i) on the death of Participant during Participant’s Board Service, (ii) on the termination of Participant’s Board Service as a result of not being nominated for or elected to a new term as a Director, or (iii) on Participant’s resignation as a Director at the request and for the convenience of the Board other than for Cause. In addition, the unvested Restricted Stock Units shall become vested upon the occurrence of a Change in Control during Participant’s Board Service. For purposes of this Agreement, “Cause” for termination by the Board of Participant’s Board Service shall mean (i) Participant’s willful, material and irreparable breach of any agreement that governs the terms and conditions of his or her service to the Company; (ii) Participant’s breach of any fiduciary or other material duty to the Company or its stockholders; (iii) Participant’s gross negligence or gross incompetence in the performance or intentional nonperformance (continuing for ten days after receipt of written notice of such negligence) of any of Participant’s material duties and responsibilities; (iv) Participant’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company or an Affiliate; (v) Participant’s conviction of a felony crime; or (vi) chronic alcohol abuse or illegal drug abuse by Participant.
Conditions of Forfeiture. Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the Performance Period immediately upon termination of Participant’s employment with the Company or a Subsidiary. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.
Conditions of Forfeiture. Except as set forth in Section 2 above, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reason, including but not limited to Participant’s voluntary resignation or termination by the Company with or without cause, before all of the Phantom Shares become Vested Phantom Shares, all Unvested Phantom Shares as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited.
Conditions of Forfeiture. If Grantee's employment or service with the Company is terminated for any reason, including, but not limited to, Grantee's voluntary resignation or termination by the Company with or without cause, except as provided in Sections 3(c), all Restricted Stock shall, without further action of any kind by the Company, be forfeited. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee shall in good faith determine whether a leave of absence shall constitute a termination of employment. Restricted Stock that is forfeited shall be immediately transferred to the Company without any payment by the Company to Grantee and the Company shall have the full right upon such forfeiture to cancel any evidence of Grantee's ownership of such forfeited Restricted Stock and take any other action necessary to demonstrate that Grantee no longer owns such forfeited Restricted Stock. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Restricted Stock.
Conditions of Forfeiture. (a) Upon any termination of Xxxxxxx’s Continuous Service (the “Termination Date”):
(i) by the Company for Cause (as hereinafter defined) or by Xxxxxxx’s voluntary resignation without Good Reason (as hereinafter defined) before the PSUs become vested, all PSUs as of the Termination Date, whether earned or unearned, shall, without further action of any kind by the Company or Grantee, be forfeited; or
(ii) due to death or Disability, or by the Company without Cause or by Xxxxxxx’s voluntary resignation with Good Reason (each a “Qualifying Termination”) before the PSUs become vested, the number of the PSUs that may or shall become earned and vested, or may or shall be forfeited, shall be determined in accordance with Section 4 of Exhibit A.
(b) The number of PSUs, if any, that shall become earned and vested upon a Change in Control shall be determined as set forth in Exhibit A, provided, however, that, for the avoidance of doubt, clause (i) of the definition of “Change in Control” set forth in the Plan shall not be deemed to include an acquisition by a person which is inadvertent and/or otherwise not entered into for the purpose of, and does not have the effect of, changing or influencing the control of the Company.
(c) For purposes of this Agreement, “Cause” shall have the meaning ascribed to such term in Grantee’s current employment agreement with the Company or any of its Subsidiaries (the “Employment Agreement”) or, if no such Employment Agreement exists or if “Cause” is not defined in the Employment Agreement, “Cause” means:
Conditions of Forfeiture. If Grantee's employment with the Company is terminated for any or no reason, including but not limited to Grantee's voluntary resignation or termination by the Company without cause, all Unvested Shares shall, without further action of any kind by the Company, be forfeited. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee, in its sole discretion, shall determine whether a leave of absence shall constitute a termination of employment. Unvested Shares that are forfeited shall be immediately transferred to the Company without any payment by the Company, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Shares or take any other action necessary to demonstrate that Grantee no longer owns such forfeited Shares automatically upon such forfeiture. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Shares.
Conditions of Forfeiture. (a) Subject to Section 15(g) of the Plan, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reason (other than due to Participant’s death), including but not limited to Participant’s voluntary resignation or termination by the Company with or without cause, before the Determination Date, all PSUs as of the Termination Date shall, without further action of any kind by the Company or Participant, be forfeited. PSUs that are forfeited shall be deemed to be immediately cancelled without any payment by the Company or action by Participant. Following such forfeiture, Participant shall have no further rights with respect to such forfeited PSUs.
(b) Notwithstanding anything to the contrary in this Agreement, a number of PSUs shall become Earned PSUs on the date of (i) the death of Participant during Participant’s Continuous Service or (ii) the occurrence of a Change in Control during Participant’s Continuous Service. The number of PSUs that become Earned PSUs under this Section 5(b) shall be based on the achievement of the Performance Goals as of the date of the Participant’s death or Change in Control, as applicable, and the forecasted achievement of such goals for the remainder of the Performance Period, all as determined in the discretion of the Committee.
Conditions of Forfeiture. (a) The Option shall be subject to the following forfeiture conditions, to which the Optionee, by accepting the Options granted hereunder, agrees. If a Forfeiture Event (as defined below) occurs, then:
(i) The unexercised portion of any Option, whether or not vested, will be immediately forfeited and canceled; and
(ii) The Optionee will be obligated to repay to the Company, in cash, within five business days after demand by the Company, the total amount of Award Gain (as defined below) realized by the Optionee upon each exercise of an Option that occurred on or after (A) the date that is six months prior to the occurrence of the Forfeiture Event, if the Forfeiture Event occurred while the Optionee was employed by the Company or an Affiliate or Subsidiary, or (B) the date that is six months prior to the date the Optionee’s employment with the Company or an Affiliate or Subsidiary terminated, if the Forfeiture Event occurred after the Optionee ceased to be so employed. The term “Award Gain” shall mean the product of (X) the Fair Market Value per Share on the date of exercise (without regard to any subsequent change in the market price of shares) minus the Option Price times (Y) the number of Shares as to which the Option was exercised at that date.
Conditions of Forfeiture. (a) If Grantee's employment with the Company is terminated for gross misconduct or if Grantee voluntarily resigns from the Company, all Unvested Shares shall, without further action of any kind by the Company, be forfeited. If Grantee's employment with the Company terminates for any reason other than termination for gross misconduct or voluntary resignation, all of the Unvested Shares shall, without further action of any kind by the Company, vest and become Vested Shares effective upon termination from employment. For purposes of this Agreement, termination from employment shall be deemed to occur on the last day actually worked by Grantee, rather than the last day that Grantee is on the payroll of the Company. The Committee, in its sole discretion, shall determine whether a leave of absence shall constitute a termination of employment. For purposes of this Agreement, "gross misconduct" includes any criminal act; fraudulent representations and actions; intent to defraud; misappropriation of Company assets; or flagrant abuse of supervisory authority, signature authority, or fiduciary trust.
(b) Unvested Shares that are forfeited shall be immediately transferred to the Company without any payment by the Company, and the Company shall have the full right to cancel any evidence of Grantee's ownership of such forfeited Shares or take any other action necessary to demonstrate that Grantee no longer owns such forfeited Shares automatically upon such forfeiture. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Shares.
