Common use of Detrimental Activity and Recapture Clause in Contracts

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in the event that, as determined by the Committee, the Optionee shall engage in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 of this Agreement, nothing in this Agreement prevents the Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee has had any direct responsibility during the last two years of the Optionee’s employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary to terminate the Optionee’s employment with the Company or a Subsidiary; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee during the Optionee’s employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the Optionee’s willful and continuous gross neglect of the Optionee’s duties for which the Optionee is employed; or (B) due to an act of dishonesty on the part of the Optionee constituting a felony resulting or intended to result, directly or indirectly, in the Optionee’s gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee acted in good faith and in a manner the Optionee reasonably believed to be in or not opposed to the best interests of the Company.

Detrimental Activity and Recapture. (a) To Notwithstanding anything in this Agreement to the extent permitted by applicable lawcontrary, in the event that, as determined by the Committee, the Optionee Grantee shall engage in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option PRSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 of this the Agreement, nothing in this Agreement prevents the Optionee Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the OptioneeGrantee’s employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary to terminate the OptioneeGrantee’s employment with the Company or a Subsidiary; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee Grantee during the OptioneeGrantee’s employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the OptioneeGrantee’s willful and continuous gross neglect of the OptioneeGrantee’s duties for which the Optionee Grantee is employed; or (B) due to an act of dishonesty on the part of the Optionee Grantee constituting a felony resulting or intended to result, directly or indirectly, in the OptioneeGrantee’s gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee Grantee acted in good faith and in a manner the Optionee Grantee reasonably believed to be in or not opposed to the best interests of the Company.

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in In the event that, as determined by the Committee, the Optionee shall engage in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 of this Agreement, nothing in this Agreement prevents the Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee has had any direct responsibility during the last two years of the Optionee’s employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary to terminate the Optionee’s employment with the Company or a Subsidiary; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee during the Optionee’s employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the Optionee’s willful and continuous gross neglect of the Optionee’s duties for which the Optionee is employed; or (B) due to an act of dishonesty on the part of the Optionee constituting a felony resulting or intended to result, directly or indirectly, in the Optionee’s gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee acted in good faith and in a manner the Optionee reasonably believed to be in or not opposed to the best interests of the Company.

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in In the event that, as determined by the Committee, the Optionee Grantee shall engage in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option RSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including inclduing Section 10 of this the Agreement, nothing in this Agreement prevents the Optionee Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the OptioneeGrantee’s employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary to terminate the OptioneeGrantee’s employment with the Company or a Subsidiary; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee Grantee during the OptioneeGrantee’s employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the OptioneeGrantee’s willful and continuous gross neglect of the OptioneeGrantee’s duties for which the Optionee Grantee is employed; or (B) due to an act of dishonesty on the part of the Optionee Grantee constituting a felony resulting or intended to result, directly or indirectly, in the OptioneeGrantee’s gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee Grantee acted in good faith and in a manner the Optionee Grantee reasonably believed to be in or not opposed to the best interests of the Company.

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in In the event that, as determined by the Committee, the Optionee Grantee shall engage in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 12 of this Agreement, nothing in this Agreement prevents the Optionee Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the OptioneeGrantee’s employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary to terminate the OptioneeGrantee’s employment with the Company or a Subsidiary; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee Grantee during the OptioneeGrantee’s employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the Optionee’s willful and continuous gross neglect of the Optionee’s duties for which the Optionee is employed; or (B) due to an act of dishonesty on the part of the Optionee constituting a felony resulting or intended to result, directly or indirectly, in the Optionee’s gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee acted in good faith and in a manner the Optionee reasonably believed to be in or not opposed to the best interests of the Company.of

Detrimental Activity and Recapture. (a) To the extent permitted by applicable lawNotwithstanding anything in this agreement, in the event that, as determined by the Committee, the Optionee shall engage Grantee engages in Detrimental Activity during employment or other service with the Company or a Subsidiary, the Option RSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 of this Agreement, nothing in this Agreement prevents the Optionee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: : (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the Optionee’s his or her employment with the Company or a Subsidiary, in any territory in which the Company or a Subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; ; (ii) soliciting any employee of the Company or a Subsidiary to terminate the Optionee’s his or her employment with the Company or a Subsidiary; ; (iii) the disclosure to anyone outside the Company or a Subsidiary, or the use in other than the Company or a Subsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiaries, acquired by the Optionee Grantee during the Optionee’s his or her employment with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries thereafter; ; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by the Company and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate in the United States and in other countries; ; (v) activity that results in Clawback TerminationTermination for Cause. As used herein, which “Termination for purposes of this Section 9(b) “Clawback TerminationCause” shall mean means a termination: (A) due to the OptioneeGrantee’s willful and continuous gross neglect of the Optionee’s his or her duties for which the Optionee he or she is employed; or (B) due to an act of dishonesty on the part of the Optionee Grantee constituting a felony resulting or intended to result, directly or indirectly, in the Optionee’s his or her gain for personal enrichment at the expense of the Company or a Subsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Optionee acted in good faith and in a manner the Optionee reasonably believed to be in or not opposed to the best interests of the Company.or

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in In the event that, as determined by the Committee, the Optionee Grantee shall engage in Detrimental Activity during employment or other Grantee’s service with the Company or as a SubsidiaryDirector, the Option RSUs covered by this Agreement will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. Notwithstanding anything in this Agreement to the contrary, including Section 10 of this Agreement, nothing in this Agreement prevents the Optionee Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the OptioneeGrantee’s employment service with the Company or a Subsidiarysubsidiary, in any territory in which the Company or a Subsidiary subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary subsidiary to terminate the OptioneeGrantee’s employment with the Company or a Subsidiarysubsidiary; (iiii) the disclosure to anyone outside the Company or a Subsidiarysubsidiary, or the use in other than the Company or a Subsidiarysubsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiariessubsidiaries, acquired by the Optionee Grantee during the OptioneeGrantee’s employment service with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by service with the Company and any Subsidiarysubsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the OptioneeGrantee’s willful and continuous gross neglect of the OptioneeGrantee’s duties for which the Optionee is employedas a Director; or (B) due to an act of dishonesty on the part of the Optionee Grantee constituting a felony resulting or intended to result, directly or indirectly, in the OptioneeGrantee’s gain for personal enrichment at the expense of the Company or a Subsidiarysubsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary subsidiary unless the Optionee Grantee acted in good faith and in a manner the Optionee Grantee reasonably believed to be in or not opposed to the best interests of the Company.

Detrimental Activity and Recapture. (a) To the extent permitted by applicable law, in In the event that, as determined by the Committee, the Optionee Grantee shall engage in Detrimental Activity during employment or other Xxxxxxx’s service with the Company or as a SubsidiaryDirector, the Option RSUs covered by this Agreement will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement. ANNUAL ONE YEAR Notwithstanding anything in this Agreement to the contrary, including Section 10 of this Agreement, nothing in this Agreement prevents the Optionee Grantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b) For purposes of this Agreement, “Detrimental Activity” means: (i) engaging in any activity, as an employee, principal, agent, or consultant for another entity that competes with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Optionee Grantee has had any direct responsibility during the last two years of the OptioneeGrantee’s employment service with the Company or a Subsidiarysubsidiary, in any territory in which the Company or a Subsidiary subsidiary manufactures, sells, markets, services, or installs such product, service, or system, or engages in such business activity; (ii) soliciting any employee of the Company or a Subsidiary subsidiary to terminate the OptioneeGrantee’s employment with the Company or a Subsidiarysubsidiary; (iiii) the disclosure to anyone outside the Company or a Subsidiarysubsidiary, or the use in other than the Company or a Subsidiarysubsidiary’s business, without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and its Subsidiariessubsidiaries, acquired by the Optionee Grantee during the OptioneeGrantee’s employment service with the Company or its Subsidiaries or while acting as a director of or consultant for the Company or its Subsidiaries subsidiaries thereafter; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Optionee Grantee during employment by service with the Company and any Subsidiarysubsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary subsidiary to secure a patent where appropriate in the United States and in other countries; (v) activity that results in Clawback Termination, which for purposes of this Section 9(b) “Clawback Termination” shall mean a termination: (A) due to the OptioneeGrantee’s willful and continuous gross neglect of the OptioneeGrantee’s duties for which the Optionee is employedas a Director; or (B) due to an act of dishonesty on the part of the Optionee Grantee constituting a felony resulting or intended to result, directly or indirectly, in the OptioneeGrantee’s gain for personal enrichment at the expense of the Company or a Subsidiarysubsidiary; or (vi) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary subsidiary unless the Optionee Grantee acted in good faith and in a manner the Optionee Grantee reasonably believed to be in or not opposed to the best interests of the Company.