Common use of Consequences of Prohibited Conduct Clause in Contracts

Consequences of Prohibited Conduct. If the Company determines that the Optionee has engaged in any Prohibited Conduct (as defined in Section 5(b)), then: (i) The Option shall immediately terminate, including with respect to Vested Options; and (ii) If the Company determines that Prohibited Conduct occurred on or before the first anniversary of the date the Option was exercised for any Option Shares, the Optionee shall repay and transfer to the Company (A) the number of Option Shares issued to the Optionee under this Agreement within such one year period (the “Forfeited Shares”), plus (B) the amount of cash equal to the withholding taxes paid by withholding shares (if any) from the Optionee with respect to such exercise of the Option (including through broker-assisted “cashless” exercise). If any Forfeited Shares have been sold by the Optionee prior to the Company’s demand for repayment, the Optionee shall repay to the Company (A) 100% of the proceeds of such sale or sales, plus (B) the amount of cash equal to the withholding taxes paid by withholding Shares (if any) from the Optionee with respect to such exercise of the Option (including through broker-assisted “cashless” exercise). The Company may, in its sole discretion, reduce the amount to be repaid by the Optionee to take into account the tax consequences of such repayment for the Optionee.

Consequences of Prohibited Conduct. If the Company determines that the Optionee has engaged in any Prohibited Conduct (as defined in Section 5(b)), then: (i) The Option shall immediately terminate, including with respect to Vested Options; and and (ii) If the Company determines that Prohibited Conduct occurred on or before the first anniversary of the date the Option was exercised for any Option Shares, the Optionee shall repay and transfer to the Company (A) the number of Option Shares issued to the Optionee under this Agreement within such one year period (the “Forfeited Shares”), plus (B) the amount of cash equal to the withholding taxes paid by withholding shares (if any) from the Optionee with respect to such exercise of the Option (including through broker-assisted “cashless” exercise). If any Forfeited Shares have been sold by the Optionee prior to the Company’s demand for repayment, the Optionee shall repay to the Company (A) 100% of the proceeds of such sale or sales, plus (B) the amount of cash equal to the withholding taxes paid by withholding Shares (if any) from the Optionee with respect to such exercise of the Option (including through broker-broker- assisted “cashless” exercise). The Company may, in its sole discretion, reduce the amount to be repaid by the Optionee to take into account the tax consequences of such repayment for the Optionee.. Conduct”: