Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result: (a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration, (b) if the shares of Common Stock subject to this Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and (c) if the shares of Common Stock subject to this Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 9 contracts
Samples: Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof hereto, and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock Shares subject to this Agreement RSU have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such sharesShares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Shares paid to the Participant hereunder; and
(c) if the shares of Common Stock Shares subject to this Agreement RSU have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Participant Entities or Permitted Transferees (as such terms are defined in Annex A attached hereto)), continues to hold some or all of such shares of Common StockShares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such sharesShares. If the Participant or such transferee fails to deliver all or any of the shares Shares within the time period set forth under this Section 6(c) or under Section 7 of Common Stock upon the Company’s demandAnnex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Shares on the Company’s books and records, without further notice with zero value being paid to the Participantnotice.
Appears in 7 contracts
Samples: Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof 8 hereto, and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsportion of this SAR, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Shares under this SAR award and the Participant (or transferee, as applicable) no longer holds some or all of such sharesShares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Shares paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant Shares under this SAR award and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Participant Entities or Permitted Transferees (as such terms are defined in Annex A attached hereto)), continues to hold some or all of such shares of Common StockShares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such sharesShares. If the Participant or such transferee fails to deliver all or any of the shares Shares within the time period set forth under this Section 7(c) or under Section 7 of Common Stock upon the Company’s demandAnnex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Shares on the Company’s books and records, without further notice with zero value being paid to the Participantnotice.
Appears in 7 contracts
Samples: Stock Appreciation Rights Agreement (Masonite International Corp), Stock Appreciation Rights Agreement (Masonite International Corp), Stock Appreciation Rights Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsPRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 6 contracts
Samples: Performance Restricted Stock Unit Agreement (Masonite International Corp), Performance Restricted Stock Unit Agreement (Masonite International Corp), Performance Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof 8 hereto, and has failed to cure such violation to the reasonable satisfaction of the Company within fifteen (15) days of written notice that is given within thirty (30) days of by the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial MisconductCompany, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsportion of this Option, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,;
(b) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Option Shares under this Option and the Participant (or transferee, as applicable) no longer holds some or all of such sharesOption Shares, the Participant shall repay to the Company, in cash, within five thirty (530) business days after demand is made therefore therefor by the Company (which must be made within thirty (30) days of such failure to cure)Company, an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Option Shares paid to the Participant hereunderhereunder less the Exercise Price paid for such Option Shares; and
(c) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant Option Shares under this Option and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) transferees), continues to hold some or all of such shares of Common StockOption Shares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration the applicable Exercise Price of such sharesOption Shares. If the Participant or such transferee fails to deliver all or any of the shares Option Shares within thirty (30) days of Common Stock upon the Company’s demandsuch notice, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Option Shares on the Company’s books and records, without further notice with zero value being paid to the Participantnotice.
Appears in 3 contracts
Samples: Stock Option Agreement (Gener8 Maritime, Inc.), Stock Option Agreement (Gener8 Maritime, Inc.), Stock Option Agreement (Gener8 Maritime, Inc.)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof 8 hereto, and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsportion of this SAR, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Shares under this SAR award and the Participant (or transferee, as applicable) no longer holds some or all of such sharesShares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Shares paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this Agreement have Participant has been distributed to the Participant Shares under this SAR award and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Participant Entities or Permitted Transferees (as such terms are defined in Annex A attached hereto)), continues to hold some or all of such shares of Common StockShares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such sharesShares. If the Participant or such transferee fails to deliver all or any of the shares Shares within the time period set forth under this Section 7(c) or under Section 6 of Common Stock upon the Company’s demandAnnex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Shares on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 2 contracts
Samples: Stock Appreciation Rights Agreement (Masonite International Corp), Stock Appreciation Rights Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof hereto, and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsPRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock Shares subject to this Agreement PRSUs granted hereunder have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such sharesShares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Shares paid to the Participant hereunder; and
(c) if the shares of Common Stock Shares subject to this Agreement PRSUs granted hereunder have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Participant Entities or Permitted Transferees (as such terms are defined in Annex A attached hereto)), continues to hold some or all of such shares of Common StockShares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such sharesShares. If the Participant or such transferee fails to deliver all or any of the shares Shares within the time period set forth under this Section 6(c) or under Section 7 of Common Stock upon the Company’s demandAnnex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Shares on the Company’s books and records, without further notice with zero value being paid to the Participantnotice.]
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Agreement (Masonite International Corp), Performance Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof hereto, and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsPRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock Shares subject to this Agreement PRSUs granted hereunder have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such sharesShares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock Shares paid to the Participant hereunder; and
(c) if the shares of Common Stock Shares subject to this Agreement PRSUs granted hereunder have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) Participant Entities or Permitted Transferees (as such terms are defined in Annex A attached hereto)), continues to hold some or all of such shares of Common StockShares, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such sharesShares. If the Participant or such transferee fails to deliver all or any of the shares Shares within the time period set forth under this Section 6(c) or under Section 7 of Common Stock upon the Company’s demandAnnex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock Shares on the Company’s books and records, without further notice notice, and with zero no value being paid to the Participant.
Appears in 2 contracts
Samples: Performance Restricted Stock Unit Agreement (Masonite International Corp), Performance Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereofParticipant Entities or Permitted Transferees as such terms are defined in Annex A attached hereto) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon within the Company’s demandtime period set forth under this Section 6(c) or under Section 6 of Annex A, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 2 contracts
Samples: Restricted Stock Unit Agreement (Masonite International Corp), Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsPRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 1 contract
Samples: Performance Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUsPRSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this PRSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 1 contract
Samples: Performance Restricted Stock Unit Agreement (Masonite International Corp)
Forfeiture and Clawback. In the event the Company determines that the Participant has (i) materially violated any of the provisions set forth in Section 7 hereof and has failed to cure such violation within fifteen (15) days of written notice that is given within thirty (30) days of the Company becoming aware of such violation, or (ii) engaged in Detrimental Misconduct or Financial Misconduct, unless otherwise determined by the Company, the following shall result:
(a) any outstanding RSUs, whether vested or unvested, shall immediately be terminated and forfeited for no consideration,
(b) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant (or any transferee permitted pursuant to Section 8(b) hereof) and the Participant (or transferee, as applicable) no longer holds some or all of such shares, the Participant shall repay to the Company, in cash, within five (5) business days after demand is made therefore by the Company (which must be made within thirty (30) days of such failure to cure), an amount equal to the sum of (I) the total amount of any cash previously paid to the Participant hereunder; and (II) the total amount of any value received by the Participant upon any disposition of any shares of Common Stock paid to the Participant hereunder; and
(c) if the shares of Common Stock subject to this RSU Agreement have been distributed to the Participant and the Participant (or any transferee permitted pursuant to Section 8(b) hereof) continues to hold some or all of such shares of Common Stock, the Participant or such transferee shall forfeit and transfer to the Company for no consideration such shares. If the Participant or such transferee fails to deliver all or any of the shares of Common Stock upon the Company’s demand, then the Secretary of the Company shall be authorized to effect the Company’s repurchase of such shares of Common Stock on the Company’s books and records, without further notice with zero value being paid to the Participant.
Appears in 1 contract
Samples: Restricted Stock Unit Agreement (Masonite International Corp)