Common use of Forfeiture and Expiration of Restrictions Clause in Contracts

Forfeiture and Expiration of Restrictions. (a) The Executive shall forfeit to the Company (i) all of the Restricted Shares immediately and without any payment to the Executive whatsoever if the Executive’s employment with the Company or a subsidiary of the Company is terminated before , for any reason other than death, total and permanent disability, or retirement, as provided in Section 4(b) below, and (ii) one-half (½) of the Restricted Shares if the Executive’s employment with the Company or a subsidiary of the Company is so terminated after , and before , . After , , one-half (½) of the Restricted Shares will be fully vested and nonforfeitable and after , , all Restricted Shares shall be fully vested and nonforfeitable (“Vested Shares”). (b) In the event of the Executive’s (i) death, (ii) total and permanent disability as determined by the Long-Term Incentive Compensation Plan Committee (the “Committee”) in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Executive shall forfeit a number of Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the period of full months beginning on the first day of the calendar month following the date of death, disability or retirement and ending on , bears to twenty-four (24) and any remaining Restricted Shares that are not vested shall become Vested Shares; provided, however, that any fractional shares will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive or the Executive’s beneficiary or estate will have no right to any Restricted Shares that remain subject to restrictions, and those Restricted Shares will be forfeited. (c) In the event of a “Special Involuntary Termination” as defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver the Vested Shares to the Executive as soon as practicable thereafter.

Forfeiture and Expiration of Restrictions. (a) The Executive Director shall forfeit to the Company (i) all of the Restricted Shares Units immediately and without any payment to the Executive Director whatsoever if the Executive’s employment with the Company or Director ceases to be a subsidiary member of the Company is terminated Board before , (the “Vesting Date”), for any reason reason, other than death, total and permanent disability, or retirement, as provided in Section 4(b) below, and (ii) one-half (½) of the Restricted Shares if the Executive’s employment with the Company or a subsidiary of the Company is so terminated after , and before , . After , , one-half (½) of the Restricted Shares will be fully vested and nonforfeitable On and after , such date, all such Restricted Shares Units shall be fully vested and nonforfeitable (“Vested SharesUnits”). (b) In the event of the ExecutiveDirector’s (i) death, (ii) total and permanent disability disability, as determined by the Long-Term Incentive Compensation Plan Committee of the Board (the “Committee”) in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committeeretirement, in its sole discretionaccordance with any retirement policy of the Company regarding Board members, before lapse of all restrictions pursuant to Section 4(a) above, the Executive Director shall forfeit be vested with a number of the Restricted Shares Units equal to the number of Restricted Shares Units specified in Section 1 times the percentage that the period number of full months beginning on the first day of the calendar month following days from , to the date of death, disability or retirement and ending on , bears to twenty-four (24) days and any remaining Restricted Shares that are not vested Units shall become Vested Sharesbe forfeited; provided, however, that any fractional shares units will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive The Director or the Executive’s his designated beneficiary or estate will have no right to any Restricted Shares Units that remain subject to restrictions, and those Restricted Shares Units will be forfeited. (c) In the event of a “Special Involuntary Termination” as defined Change in Section 4(d)(vi) Control before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares Units will become Vested Shares Units and the Company shall deliver the Vested Shares Units to the Executive Director as soon as practicable thereafter. For purposes of this Agreement, a “Change in Control” shall occur if: (i) Any “Person” (as defined in Section 4(d)(i) below), other than (1) Hxxxx Corporation (“Hxxxx”) or any of its wholly-owned subsidiaries, (2) HEP Logistics Holdings, L.P. (the “General Partner”), the Partnership, the Company or any of their subsidiaries, (3) a trustee or other fiduciary holding securities under an employee benefit plan of Hxxxx, the Partnership, the Company or any of their “Affiliates” (as defined in Section 4(d)(iv) below), (4) an underwriter temporarily holding securities pursuant to an offering of such securities, or (5) an entity owned, directly or indirectly, by the holders of the voting securities of Hxxxx, the Company, the General Partner or the Partnership in substantially the same proportions as their ownership in Hxxxx, the Company, the General Partner or the Partnership, respectively, is or becomes the “Beneficial Owner” (as defined in Section 4(d)(ii) below), directly or indirectly, of securities of Hxxxx, the Company, the General Partner or the Partnership (not including in the securities beneficially owned by such Person any securities acquired directly from Hxxxx, the General Partner, the Partnership, the Company or their Affiliates) representing more than forty percent (40%) of the combined voting power of Holly’s, the Company’s, the General Partner’s or the Partnership’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 4(c)(iii)(A) below. (ii) The individuals who as of the Date of Grant constitute the Board of Directors of Hxxxx (the “Hxxxx Board”) and any “New Director” (as defined in Section 4(d)(iii) below) cease for any reason to constitute a majority of the Hxxxx Board. (iii) There is consummated a merger or consolidation of Hxxxx, the Company, the General Partner or the Partnership with any other entity, except if: (A) the merger or consolidation results in the voting securities of Hxxxx, the Company, the General Partner or the Partnership outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of Hxxxx, the Company, the General Partner or the Partnership, as applicable, or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) the merger or consolidation is effected to implement a recapitalization of Hxxxx, the Company, the General Partner or the Partnership (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly, or indirectly, of securities of Hxxxx, the Company, the General Partner or the Partnership, as applicable, (not including in the securities beneficially owned by such Person any securities acquired directly from Hxxxx, the Company, the General Partner or the Partnership or their Affiliates other than in connection with the acquisition by Hxxxx, the Company, the General Partner or the Partnership or their Affiliates of a business) representing more than forty percent (40%) of the combined voting power of Holly’s, the Company’s, the General Partner’s or the Partnership’s, as applicable, then outstanding securities. (iv) The holders of the voting securities of Hxxxx, the Company, the General Partner or the Partnership approve a plan of complete liquidation or dissolution of Hxxxx, the Company, the General Partner or the Partnership, as applicable, or an agreement for the sale or disposition by Hxxxx, the Company, the General Partner or the Partnership of all or substantially all of Holly’s, the Company’s, the General Partner’s or the Partnership’s assets, as applicable, other than a sale or disposition by Hxxxx, the Company, the General Partner or the Partnership of all or substantially all of Holly’s, the Company’s, the General Partner’s or the Partnership’s assets, as applicable, to an entity at least sixty percent (60%) of the combined voting power of the voting securities of which is owned by the direct or indirect holders of the voting securities of Hxxxx, the Company, the General Partner or the Partnership, as applicable, in substantially the same proportions as their ownership of Hxxxx, the Company, the General Partner or the Partnership, as applicable, immediately prior to such sale.

Forfeiture and Expiration of Restrictions. (a) The Executive Employee shall forfeit to the Company (i) all of the Restricted Shares immediately and without any payment to the Executive Employee whatsoever if the ExecutiveEmployee’s employment with the Company or a subsidiary of the Company is terminated before January 1, 2009 for any reason other than death, total and permanent disability, or retirement, as provided in Section 4(b) below, and (ii) oneii)two-half thirds (½2/3) of the Restricted Shares if the ExecutiveEmployee’s employment with the Company or a subsidiary of the Company is so terminated after December 31, 2008 and before January 1, 2010, and (iii) one-third (1/3) of the Restricted Shares if the Employee’s employment with the Company or a subsidiary of the Company is so terminated after December 31, 2009 and before January 1, 2011. After December 31, 2008, one-half third (½1/3) of the Restricted Shares will be fully vested and nonforfeitable nonforfeitable, and after December 31, 2009, two-thirds (2/3) of the Restricted Shares shall be fully vested and nonforfeitable, and after December 31, 2010 all Restricted Shares shall be fully vested and nonforfeitable (“Vested Shares”). (b) In the event of the ExecutiveEmployee’s (i) death, (ii) total and permanent disability as determined by the Long-Term Incentive Compensation Plan Committee (the “Committee”) in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Executive Employee shall forfeit a number of Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the period of full months beginning on the first day of the calendar month following the date of death, disability or retirement and ending on December 31, 2010 bears to twentythirty-four six (2436) and any remaining Restricted Shares that are not vested shall become Vested Shares; provided, however, that any fractional shares will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-in lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive Employee or the ExecutiveEmployee’s beneficiary or estate will have no right to any Restricted Shares that remain subject to restrictions, and those Restricted Shares will be forfeited. (c) In the event of a “Special Involuntary Termination” as defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver the Vested Shares to the Executive Employee as soon as practicable thereafter.

Forfeiture and Expiration of Restrictions. (a) The Executive shall forfeit to the Company (i) all of the Restricted Shares immediately and without any payment to the Executive whatsoever if the Executive’s employment with the Company or a subsidiary of the Company is terminated before , for any reason other than death, total and permanent disability, or retirement, as provided in Section 4(b) below, and (ii) two-thirds (⅔) of the Restricted Shares if the Executive’s employment with the Company or a subsidiary of the Company is so terminated after , and before , , and (iii) one-half third (½⅓) of the Restricted Shares if the Executive’s employment with the Company or a subsidiary of the Company is so terminated after , and before , . After , , one-half third (½⅓) of the Restricted Shares will be fully vested and nonforfeitable nonforfeitable, and after , , two-thirds (⅔) of the Restricted Shares shall be fully vested and nonforfeitable, and after , all Restricted Shares shall be fully vested and nonforfeitable (“Vested Shares”). (b) In the event of the Executive’s (i) death, (ii) total and permanent disability as determined by the Long-Term Incentive Compensation Plan Committee (the “Committee”) in its sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Executive shall forfeit a number of Restricted Shares equal to the number of Restricted Shares specified in Section 1 times the percentage that the period of full months beginning on the first day of the calendar month following the date of death, disability or retirement and ending on , bears to twenty-four sixty (2460) and any remaining Restricted Shares that are not vested shall become Vested Shares; provided, however, that any fractional shares will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive or the Executive’s beneficiary or estate will have no right to any Restricted Shares that remain subject to restrictions, and those Restricted Shares will be forfeited. (c) In the event of a “Special Involuntary Termination” as defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares will become Vested Shares and the Company shall deliver the Vested Shares to the Executive as soon as practicable thereafter.

Forfeiture and Expiration of Restrictions. (a) The Executive Employee shall forfeit to the Company (i) all of the Restricted Shares Units immediately and without any payment to the Executive Employee whatsoever if the ExecutiveEmployee’s employment with the Company or a subsidiary of the Company is terminated before , (the “Vesting Date”) for any reason other than death, total and permanent disability, or retirement, as provided in Section 4(b) below, and (ii) one-half (½) of the Restricted Shares if the Executive’s employment with the Company or a subsidiary of the Company is so terminated after , and before , . After , , one-half (½) of the Restricted Shares will be fully vested and nonforfeitable On and after , such date, all such Restricted Shares Units shall be fully vested and nonforfeitable (“Vested SharesUnits”). (b) In the event of the ExecutiveEmployee’s (i) death, (ii) total and permanent disability disability, as determined by the Long-Term Incentive Compensation Plan Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) in its the Committee’s sole discretion, or (iii) retirement after attaining the normal retirement age of 62 or retirement after attaining an earlier retirement age approved by the Committee, in its sole discretion, before lapse of all restrictions pursuant to Section 4(a) above, the Executive Employee shall forfeit be vested with a number of the Restricted Shares Units equal to the number of Restricted Shares Units specified in Section 1 times the percentage that the period number of full months beginning on the first day of the calendar month following days from , to the date of death, disability or retirement and ending on , bears to twenty-four (24) days and any remaining Restricted Shares that are not vested Units shall become Vested Sharesbe forfeited; provided, however, that any fractional shares units will be forfeited to the Company. In its sole discretion, the Committee may decide to vest all of the Restricted Shares in-lieu of the prorated number of Restricted Shares as provided in this Section 4(b). Unless the Committee determines otherwise, in its sole discretion, the Executive The Employee or the Executive’s his designated beneficiary or estate will have no right to any Restricted Shares Units that remain subject to restrictions, and those Restricted Shares Units will be forfeited. (c) In the event of a “Special Involuntary Termination” as defined in Section 4(d)(vi) before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Shares Units will become Vested Shares Units and the Company shall deliver the Vested Shares Units to the Executive Employee as soon as practicable thereafter.