Common use of Conditions of Forfeiture Clause in Contracts

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. (a) Upon Subject to Section 15(g) of the Plan, upon any termination of XxxxxxxParticipant’s Continuous Service (the “Termination Date”): ) for any or no reason (i) other than due to a Qualifying Termination (as defined below)), including but not limited to Participant’s voluntary resignation, a termination by the Company for with Cause (as hereinafter defined) or or, other than during the twenty-four month period following a Change in Control, a termination by Xxxxxxx’s voluntary resignation the Company without Good Reason (as hereinafter defined) Cause, before all of the PSUs RSUs become vested, all PSUs unvested RSUs as of the Termination Date, whether earned or unearned, Date shall, without further action of any kind by the Company or GranteeParticipant, be forfeited; or. Unvested RSUs 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 RSUs. (b) Notwithstanding anything to the contrary in this Agreement, the unvested RSUs shall become vested on earlier of (i) the death of Participant during Participant’s Continuous Service, (ii) due to death or Disability, or the termination of Participant’s Continuous Service by the Company or its Affiliate due to Participant’s Disability or (iii) the termination of Participant’s Continuous Service by the Company or its Affiliate without Cause upon or by Xxxxxxx’s voluntary resignation with Good Reason within twenty-four (24) months following the consummation of a Change in Control (each of (i), (ii) and (iii), 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 mean “Cause” (or any term of similar effect) as defined in GranteeParticipant’s current employment or service agreement with the Company or its Affiliate or any applicable Company (or Affiliate) severance plan or arrangement covering Participant or to which Participant is a party if any such agreement, plan or arrangement exists and contains a definition of its Subsidiaries (the “Employment Agreement”) Cause or, if no such Employment Agreement agreement, plan or arrangement exists or if such agreement, plan or arrangement does not contain a definition of Cause (or term of similar effect), then “Cause” is not defined shall have the meaning set forth in the Employment Agreement, “Cause” means:Plan.

Conditions of Forfeiture. (a) Upon any termination of Xxxxxxx’s Continuous Service (the date on which such termination occurs, the “Termination Date”): (i) except as otherwise provided in Exhibit A or Exhibit B, by the Company for Cause (as hereinafter defined) or by Xxxxxxx’s voluntary resignation without Good Reason (as hereinafter defined) before on a date on which any portion of the PSUs become vestedAwards is unvested, all PSUs such unvested Awards as of the Termination Date, whether earned or unearned, Date 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 Awards become vested, the number of Restricted Shares that shall vest shall be determined in accordance with Exhibit A, and the number of 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. (b) The number of Restricted Shares, if any, that become vested upon a Change in Control, shall be determined as set forth in Exhibit A, and the number PSUs, if any, that shall become earned and vested upon a Change in Control shall be determined as set forth in Exhibit AB, 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 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. (a) Upon any termination of XxxxxxxGxxxxxx’s Continuous Service (the “Termination Date”): (i) by the Company for Cause (as hereinafter defined) or by XxxxxxxGxxxxxx’s voluntary resignation without Good Reason (as hereinafter defined) before the PSUs become vestedVesting Date (other than retirement after reaching Normal Retirement Age), all PSUs the entire Award 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, Disability or by the Company without Cause or by Xxxxxxx’s voluntary resignation with Good Reason (each a “Qualifying Termination”) or retirement after reaching Normal Retirement Age, in each case before the PSUs become vestedVesting Date, the number portion of the PSUs Award 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 amount of PSUsthe Award, if any, that shall become earned and vested upon a Change in Control shall be determined as set forth in accordance with 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: