Common use of Conditions of Forfeiture Clause in Contracts

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. Except as set forth in Section 3 above, upon any termination (a) Upon the occurrence of Participant’s Continuous Service a Forfeiture Event (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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee while Grantee is still an Eligible Director, (ii) in accordance with the provisions of Article 10 of the Plan relating to a Change in Control event, or (iii) at the direction of the Board, in accordance with the provisions of Section 6.3 of the Plan.

Conditions of Forfeiture. Except as set forth in Section 3 above, upon any termination (a) Upon the Grantee’s Termination of Participant’s Continuous Service (the “Termination Date”) for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGrantee’s voluntary resignation or termination by the Company with or without cause, 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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee while Grantee is still an Employee, (ii) in accordance with the provisions of Article 10 of the Plan relating to a Change in Control event, or (iii) or at the direction of the Committee in accordance with the provisions of Section 6.11 of the Plan.

Conditions of Forfeiture. Except as set forth provided otherwise in Section 3 aboveany written agreement between Grantee and the Company, upon any termination of Participantif Grantee’s Continuous Service (the “Termination Date”) Employment is terminated for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGrantee’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 ParticipantGrantee, be forfeited. If Grantee’s Employment is terminated due to Grantee’s death, all Unvested Awarded Shares shall automatically vest as of the date of Grantee’s death. 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeitureShares. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his By acceptance of this Award granted pursuant to this AgreementAward, Grantee 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 Award 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. Except as set forth in Section 3 above, upon any termination (a) Upon the occurrence of Participant’s Continuous Service a Forfeiture Event (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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Participant’s Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company Unvested Awarded Shares that are forfeited to the Company and agrees to shall 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee while Grantee is still an Eligible Director, (ii) in accordance with the provisions of Article 10 of the Plan relating to a Change in Control event, or (iii) at the direction of the Board, in accordance with the provisions of Section 6.3 of the Plan.

Conditions of Forfeiture. Except as set forth otherwise provided in Section 3 aboveany written agreement between the Grantee and the Company, upon any termination or unless the Board or the Committee determines otherwise, if Grantee’s service as an employee 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 causeor, before all if not an employee of the Company, as a director of the Company is interrupted or terminated prior to the Vesting Date, all 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 ParticipantGrantee, be forfeited. Unvested All Awarded Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Participantthe Grantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his By acceptance of this Award granted pursuant to this AgreementAward, Grantee 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 Award 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. Except as set forth in Section 3 above, upon (a) Upon any termination of ParticipantGxxxxxx’s Continuous Service (the “Termination Date”) for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGxxxxxx’s voluntary resignation or termination by the Company with or without cause, 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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee during Gxxxxxx’s Continuous Service or (ii) in accordance with the provisions of Section 11(c) of the Plan relating to a Change in Control event.

Conditions of Forfeiture. Except as set forth in Section 3 above, upon any termination (a) Upon the Grantee’s Termination of Participant’s Continuous Service (the “Termination Date”) for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGrantee’s voluntary resignation or termination by the Company with or without cause, 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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee while Grantee is still an Employee, (ii) in accordance with the provisions of Article 10 of the Plan relating to a Change in Control event, or (iii) or at the direction of the Committee in accordance with the provisions of Section 6.10 of the Plan.

Conditions of Forfeiture. Except as set forth otherwise provided in Section 3 aboveany written agreement between the Grantee and the Company, upon any termination or unless the Board or the Committee determines otherwise, if Grantee’s service as an employee 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 is interrupted or without cause, before all of terminated prior to the Awarded Shares become Vested Awarded SharesVesting Date, all Unvested Awarded Shares as of the Termination Date shall, without further action of any kind by the Company or ParticipantGrantee, 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 Participantthe Grantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his By acceptance of this Award granted pursuant to this AgreementAward, Grantee 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 Award 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. Except as set forth in Section 3 aboveconnection with the occurrence of a Change of Control, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reason, including but not limited to Participant’s death, Disability, 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; provided, that, in the event of Participant’s death, the Committee may, but is not obligated to, accelerate the vesting of any or all Unvested Awarded Shares. 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. Except as set forth in Section 3 aboveconnection with the occurrence of a Change of Control, upon any termination of Participant’s Continuous Board Service (the “Termination Date”) for any or no reason, including but not limited to Participant’s death, Disability, voluntary resignation or termination by the Company with or without causeremoval, 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; provided, that, in the event of Participant’s death, the Committee may, but is not obligated to, accelerate the vesting of any or all Unvested Awarded Shares. 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. Except as set forth in Section 3 above, upon any termination Upon the Grantee’s Termination of Participant’s Continuous Service (the “Termination Date”) for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGrantee’s voluntary resignation or termination by the Company with or without cause, 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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. Except as set forth in (a) Subject to Section 3 above15(g) of the Plan, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reasonreason (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 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 Quanta Services, Inc. 2011 Omnibus Equity Incentive Plan - Restricted Stock Agreement 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Continuous Service or (ii) upon the occurrence of a Change in Control.

Conditions of Forfeiture. Except as set forth in (a) Subject to Section 3 above15(g) of the Plan, upon any termination of Participant’s Continuous Service (the “Termination Date”) for any or no reasonreason (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 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Participant during Participant’s Continuous Service or (ii) upon the occurrence of a Change in Control.

Conditions of Forfeiture. Except as set forth in Section 3 above, upon any termination (a) Upon the occurrence of Participant’s Continuous Service a Forfeiture Event (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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the Award granted pursuant to this Agreement, irrevocably grants to the Company a power of attorney to transfer to the Company Unvested Awarded Shares that are forfeited to the Company and agrees to shall 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. (b) Notwithstanding anything to the contrary in this Agreement, the Unvested Awarded Shares shall become vested (i) on the death of Grantee while Grantee is still an Eligible Director, (ii) in accordance with the provisions of Article 10 of the Plan relating to a Change in Control event, or (iii) at the direction of the Board, in accordance with the provisions of Section 6.3 of the Plan.

Conditions of Forfeiture. Except as set forth provided otherwise in Section 3 aboveany written agreement between Grantee and the Company, upon any termination of Participantif Grantee’s Continuous Service (the “Termination Date”) Employment is terminated for any or no reasonreason (other than due to Grantee’s death), including but not limited to ParticipantGrantee’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 ParticipantGrantee, be forfeited. If Grantee’s Employment is terminated due to Grantee’s death, all Unvested Awarded Shares shall automatically vest as of the date of Grantee’s death. 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 Participantthe Grantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeitureShares. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. Participant, by his By acceptance of this Award granted pursuant to this AgreementAward, Grantee 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 Award 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. Except as set forth Awarded Shares that are not otherwise vested in accordance with Section 3 above, upon any termination of Participantthis Agreement shall be forfeited on the date of Grantee’s Continuous Termination of 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 ParticipantGrantee, be forfeitedprovided such Termination Date is prior to the Vesting Date. 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of ParticipantGrantee’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. Except as set forth in Section 3 above, upon any termination Upon the Grantee’s Termination of Participant’s Continuous Service (the “Termination Date”) for any reason except as a result of Xxxxxxx’s not being nominated for or no reasonelected to a new term as an Outside Director, including but not limited to Participantor Xxxxxxx’s voluntary resignation or termination by at the request and for the convenience of the Company with or without cause, other than for 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 ParticipantGrantee, 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 ParticipantXxxxxxx, and the Company shall have the full right to cancel any evidence of ParticipantXxxxxxx’s ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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. Except as set forth in Section 3 above, upon any termination Upon Xxxxxxx's Termination of Participant’s Continuous Service (the “"Termination Date”") for any or no reasonreason (other than due to Grantee's death or, following the Merger, termination by the Company without Cause), including but not limited to Participant’s Xxxxxxx's voluntary resignation or termination by the Company with or Cause at any time or, prior to the Merger, by the Company without causeCause, 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 ParticipantGrantee, 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 ParticipantGrantee, and the Company shall have the full right to cancel any evidence of Participant’s Grantee's ownership of such forfeited Unvested Awarded Shares and to take any other action necessary to demonstrate that Participant Grantee no longer owns such forfeited Unvested Awarded Shares automatically upon such forfeiture. Following such forfeiture, Participant Grantee shall have no further rights with respect to such forfeited Unvested Awarded Shares. ParticipantGrantee, by his acceptance of this the 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 transferSWS GROUP, INC. 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.2012 RESTRICTED STOCK PLAN Page 3 –AWARD AGREEMENT FOR EMPLOYEES (AUGUST 2014) #86240894v6