Common use of Forfeiture and Cancellation of the Award Conversion of Award in Certain Cases Clause in Contracts

Forfeiture and Cancellation of the Award Conversion of Award in Certain Cases. (a) Continuing Employment Condition. If your period of continuing employment ("Employment Period") with the Company and its Subsidiaries terminates during the Restricted Period otherwise than by reason of a Qualifying Circumstance (as defined below), your Award (including your Restricted Stock and all associated property and rights, and your right to receive the benefit of the cash credit) shall be forfeited and cancelled in its entirety effective as of the last day of your Employment Period. If your Employment Period terminates during the Restricted Period by reason of a Qualifying Circumstance, your Award will be deemed to be fully earned, but in such event the Restricted Stock (including any and all associated property and rights) portion of the Award shall be deemed to have been automatically converted as of the last day of the Employment Period into a right to receive payment of additional cash, without interest (in an amount equal to the aggregate value of the Restricted Stock as of the Grant Date that is specified in Section 1 of this Agreement) at the same time as the payment (or credit) is made to you or for your account pursuant to the LTI Cash Right portion of the Award. In the event of any forfeiture or cancellation of your Restricted Stock pursuant to this Section 5 (including any automatic conversion of your Restricted Stock into additional cash rights as described in the preceding sentence), your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the last day of your Employment Period, 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 Employment Period. The existence or non-existence of a Qualifying Circumstance, and the existence and effective date of any termination of your Employment Period, shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Committee, whose judgment on such matters shall be conclusive and binding.

Forfeiture and Cancellation of the Award Conversion of Award in Certain Cases. (a) Continuing Employment Condition. If your period of continuing employment ("Employment Period") with the Company and its Subsidiaries terminates during the Restricted Period otherwise than by reason of a Qualifying Circumstance (as defined below), the then-unvested portion of your Award (including your Restricted Stock and all associated property and rights, and your right to receive the benefit of the cash creditLTI Cash Right) shall be forfeited and cancelled in its entirety effective as of the last day of your Employment Period. If your Employment Period terminates during the Restricted Period by reason of a Qualifying Circumstance, your Award will be deemed to be fully earned, but in such event the Restricted Stock (including any and all associated property and rights) portion of the Award shall be deemed to have been automatically converted as of the last day of the Employment Period into a right to receive payment of additional cash, without interest (in an amount equal to the aggregate value of the Restricted Stock as of the Grant Date that is specified in Section 1 of this Agreement) at the same time as the payment (or credit) is made to you or for your account pursuant to the LTI Cash Right portion of the Award. In the event of any forfeiture or cancellation of any portion of your Restricted Stock pursuant to this Section 5 (including any automatic conversion 5, such portion of your Restricted Stock into additional cash rights as described in the preceding sentence), your shares of Restricted Stock shall be deemed to have been reacquired by the Company and cancelled effective as of the last day of your Employment Period, and you therefore shall not have the right to receive any cash dividends or other distributions with respect to such portion of the Restricted Stock that are declared with a record date after the Employment Period. If your Employment Period terminates during the Restricted Period by reason of a Qualifying Circumstance, your Award will be deemed to be fully earned and vested. In the event that the vesting of your Award is accelerated as a result of a Qualifying Circumstance, (i) the Restricted Stock portion of the Award will fully vest as of the effective date of the Qualifying Circumstance, and (ii) any portion of such Award that represents your LTI Cash Right will be paid to you (or your estate, as applicable) within sixty (60) days following the effective date of the Qualifying Circumstance, but in no event later than March 15 of the year following such Qualifying Circumstance. The existence or non-existence of a Qualifying Circumstance, and the existence and effective date of any termination of your Employment Period, shall, in the event of any uncertainty or dispute, be determined for all purposes under the Plan and this Agreement by the Committee, whose judgment on such matters shall be conclusive and binding.