Common use of Forfeiture and Repayment Provisions Clause in Contracts

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on the thirty-first (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee in connection with Optionee’s receipt of this Option. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 6, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by the Optionee in connection with the Optionee’s receipt of this the Option) in a timely manner following the Grant Date may result in the forfeiture of the Option, as determined in the sole discretion of the Company. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 6, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. Unless a Change in Control (as defined above) shall have occurred after the date hereof: (a) This Option shall automatically terminate on the thirty-first (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee in connection with Optionee’s receipt of this Option. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 6, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Postconfidentiality, non-competition, non-solicitation and similar provisions in Sections 9 and 10 of the Employment Restriction AgreementAgreement (collectively, the “Covenants”). (cb) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction AgreementCovenants. If, at any time during within two (2) years after the applicable restriction period described in date of the Post-Employment Restriction AgreementOptionee’s termination of employment with the Company or any of its Subsidiaries, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction AgreementCovenants, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Holder in connection with Optioneethe Holder’s receipt of this Optionthe SARs) in a timely manner following the Grant Date may result in the forfeiture of the SARs, as determined in the sole discretion of the Company. (b) The right to exercise this Option the SARs shall be conditional upon the fact that the Optionee Holder has read and understood the forfeiture and repayment provisions set forth in this Section 65, that the Optionee Holder has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Holder has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option the SARs held by the Optionee Holder prior to or after termination of employment if the Optionee Holder engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Holder engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Holder from the exercise of this Optionthe SARs, in whole or in part, shall be paid by the Optionee Holder to the Company. The Optionee Holder consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Holder to the extent of the amounts the Optionee Holder owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Participant in connection with Optioneethe Participant’s receipt of this Optionthe RSUs) in a timely manner following the Grant Date may result in the forfeiture of the RSUs, as determined in the sole discretion of the Company. (b) The right to exercise this Option vest in the RSUs shall be conditional upon the fact that the Optionee Participant has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee RSU award prior to or after termination of employment if the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Participant from the exercise vesting of this Optionthe RSUs, in whole or in part, shall be paid by the Optionee Participant to the Company. The Optionee Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Participant to the extent of the amounts the Optionee Participant owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Participant in connection with Optioneethe Participant’s receipt of this Optionthe Units) in a timely manner following the Grant Date may result in the forfeiture of the Units, as determined in the sole discretion of the Company. (b) The right to exercise this Option vest in the Units shall be conditional upon the fact that the Optionee Participant has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Participant has no intent to leave employment with the Company or any of its 6594677-v1\GESDMS Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee Unit award prior to or after termination of employment if the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Participant from the exercise vesting of this Optionthe Units, in whole or in part, shall be paid by the Optionee Participant to the Company. The Optionee Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Participant to the extent of the amounts the Optionee Participant owes the Company hereunder.

Forfeiture and Repayment Provisions. Unless a Change in Control (as defined above) shall have occurred after the date hereof: (a) This Option shall automatically terminate on the thirty-first (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee in connection with Optionee’s receipt of this Option. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 6, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Postconfidentiality, non-competition, non-solicitation and similar provisions in Sections 9 and 10 of the Employment Restriction AgreementAgreement (collectively, the “Covenants”). (cb) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction AgreementCovenants. If, at any time during the applicable restriction period described Restriction Period as defined in Section 9 of the Post-Employment Restriction Agreement, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction AgreementCovenants, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Participant in connection with Optioneethe Participant’s receipt of this Optionthe Award) in a timely manner following the Grant Date may result in the forfeiture of the Award, as determined in the sole discretion of the Company. (b) The right to exercise this Option shall be vest in the Award is conditional upon the fact that the Optionee Participant has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Participant has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement.. 203407035 v3 (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee Award prior to or after termination of employment if the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Participant from the exercise vesting of this Optionthe Award, in whole or in part, shall be paid by the Optionee Participant to the Company. The Optionee Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Participant to the extent of the amounts the Optionee Participant owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by the Optionee in connection with the Optionee’s receipt of this the Option) in a timely manner following the Grant Date may result in the forfeiture of the Option, as determined in the sole discretion of the Company. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Participant in connection with Optioneethe Participant’s receipt of this Optionthe Units) in a timely manner following the Grant Date may result in the forfeiture of the Units, as determined in the sole discretion of the Company. (b) The right to exercise this Option vest in the Units shall be conditional upon the fact that the Optionee Participant has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee Participant has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Participant has no intent to leave employment with the Company or any of its 6574184-v16\GESDMS Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee Unit award prior to or after termination of employment if the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Participant engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Participant from the exercise vesting of this Optionthe Units, in whole or in part, shall be paid by the Optionee Participant to the Company. The Optionee Participant consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Participant to the extent of the amounts the Optionee Participant owes the Company hereunder.

Forfeiture and Repayment Provisions. Unless a Change in Control (as defined above) shall have occurred after the date hereof: (a) This Option shall automatically terminate on the thirty-first (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee in connection with Optionee’s receipt of this Option. (b) The right to exercise this Option shall be conditional upon the fact that the Optionee has read and understood the forfeiture and repayment provisions set forth in this Section 6, that the Optionee has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (cb) The Company is authorized to suspend or terminate this Option and any other outstanding stock option held by the Optionee prior to or after termination of employment if the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during within two (2) years after the applicable restriction period described in date of the Post-Employment Restriction AgreementOptionee’s termination of employment with the Company or any of its Subsidiaries, the Optionee engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee from the exercise of this Option, in whole or in part, shall be paid by the Optionee to the Company. The Optionee consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee to the extent of the amounts the Optionee owes the Company hereunder.

Forfeiture and Repayment Provisions. (a) This Option shall automatically terminate on Failure to properly execute the thirty-first Agreement (31st) day following the Grant Date if the Optionee has not, prior to such date, properly and timely executed, and delivered to the Company, this Option and each other document required to be executed by Optionee the Holder in connection with Optioneethe Holder’s receipt of this Optionthe SARs) in a timely manner following the Grant Date may result in the forfeiture of the SARs, as determined in the sole discretion of the Company. (b) The right to exercise this Option the SARs shall be conditional upon the fact that the Optionee Holder has read and understood the forfeiture and repayment provisions set forth in this Section 67, that the Optionee Holder has not engaged in any misconduct or acts contrary to the Company as described below, and that the Optionee Holder has no intent to leave employment with the Company or any of its Subsidiaries for the purpose of engaging in any activity or providing any services which are contrary to the spirit and intent of the Post-Employment Restriction Agreement. (c) The Company is authorized to suspend or terminate this Option the SARs and any other outstanding stock option awards held by the Optionee Holder prior to or after termination of employment if the Optionee Holder engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement. If, at any time during the applicable restriction period described in the Post-Employment Restriction Agreement, the Optionee Holder engages in any conduct agreed to be avoided pursuant to the Post-Employment Restriction Agreement, then any gain (without regard to tax effects) realized by the Optionee Holder from the exercise of this Optionthe SARs, in whole or in part, shall be paid by the Optionee Holder to the Company. The Optionee Holder consents to the deduction from any amounts the Company or any of its Subsidiaries owes to the Optionee Holder to the extent of the amounts the Optionee Holder owes the Company hereunder.