Common use of Continuing Board Service and Meeting Attendance Conditions Clause in Contracts

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 2013, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 through December 5, 2013, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2013 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132018, for any reason other than your death or disability, or your Award (yincluding your Restricted Stock and all associated property and rights) shall be fully forfeited and cancelled. Furthermore, if you (i) fail to attend (for any reason other than disability, fail to attend ) in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2018 through December 5, 20132018, or (zii) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's ’s annual meeting of shareholders held in 2013 (each, a “Disqualifying Circumstance”)2018, your Award (including your Restricted Stock and all associated property and rights) shall be forfeited subject to a 50% forfeiture and cancelled cancellation. Each of the circumstances set forth above (i.e., failure to fulfill a service or attendance requirement) that results in its entirety effective a forfeiture of your Award (including your Restricted Stock and all associated property and rights) shall be referred to herein as of a “Disqualifying Circumstance” and the date of the last fact that establishes the existence of the a Disqualifying Circumstance (shall be referred to herein as the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). .” In the event of any forfeiture or cancellation of your Restricted Stock Award pursuant to this Section 5, your the shares of Restricted Stock subject thereto shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification DateDate (regardless of the date on which the Board of Directors makes a determination as to the existence of a Disqualifying Circumstance), and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132014, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2014 through December 5, 20132014, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2013 2014 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132014, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2015 through December 5, 20132015, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2013 2015 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132017, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2017 through December 5, 20132017, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2013 2017 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety subject to a 50% forfeiture effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132016, for any reason other than your death or disability, or (y) for any reason other than disability, fail to attend in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2016 through December 5, 20132016, or (z) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's annual meeting of shareholders held in 2013 2016 (each, a “Disqualifying Circumstance”), your Award (including your Restricted Stock and all associated property and rights) shall be forfeited and cancelled in its entirety effective as of the date of the last fact that establishes the existence of the Disqualifying Circumstance (the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5, your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification Date, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.

Continuing Board Service and Meeting Attendance Conditions. If you should (x) not continue in service to the Company and its subsidiaries or affiliates as a director through December 5, 20132019, for any reason other than your death or disability, or your Award (yincluding your Restricted Stock and all associated property and rights) shall be fully forfeited and cancelled. Furthermore, if you (i) fail to attend (for any reason other than disability, fail to attend ) in person at least seventy-five percent (75%) of the aggregate number of meetings of the Company’s Board of Directors and the other corporate or subsidiary or affiliate boards and committees on which you may be (from time to time) a member during the period commencing on January 1, 2013 2019 through December 5, 20132019, or (zii) fail to attend (other than by reason of disability or illness or bona fide emergency as determined in the sole discretion of the Company’s lead independent director) the Company's ’s annual meeting of shareholders held in 2013 (each, a “Disqualifying Circumstance”)2019, your Award (including your Restricted Stock and all associated property and rights) shall be forfeited subject to a 50% forfeiture and cancelled cancellation. Each of the circumstances set forth above (i.e., failure to fulfill a service or attendance requirement) that results in its entirety effective a forfeiture of your Award (including your Restricted Stock and all associated property and rights) shall be referred to herein as of a “Disqualifying Circumstance” and the date of the last fact that establishes the existence of the a Disqualifying Circumstance (shall be referred to herein as the “Disqualification Date”) (regardless of whether the date on which the Board of Directors makes the determination to that effect after the Disqualification Date). .” In the event of any forfeiture or cancellation of your Restricted Stock Award pursuant to this Section 5, your the shares of Restricted Stock subject thereto shall be deemed to have been reacquired by the Company and cancelled effective as of the Disqualification DateDate (regardless of the date on which the Board of Directors makes a determination as to the existence of a Disqualifying Circumstance), and you therefore shall not have the right to receive any cash dividends or other distributions with respect to the Restricted Stock that are declared with a record date after the Disqualification Date. The existence or non-existence of a Disqualifying Circumstance (and the date of the associated Disqualification Date) shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Board of Directors (by vote or consent as provided by Section 2), whose judgment on such matters shall be conclusive and binding.