Common use of Forfeiture and Repurchase Clause in Contracts

Forfeiture and Repurchase. Upon any Cessation (as defined below) of Grantee's employment as a key employee of the Company, the Company shall have, on the date of such Cessation of employment (the "Termination Date"), an irrevocable, exclusive option (the "Forfeiture Repurchase Option"), for a period of ninety (90) days from the Termination Date (the "Forfeiture Repurchase Period"), to repurchase up to all of the Unvested Restricted Shares (as defined below) at the original Purchase Price Per Share (the "Repurchase Price"). The "Cessation" of Grantee's employment with the Company is any cessation of Grantee's full-time employment with the Company and its Subsidiaries for any reason or under any circumstances, other than because of Grantee's death or Grantee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee ("Disability"); Grantee's employment with the Company shall not be considered to have ceased for this purpose because of any (a) transfer of employment between or among the Company or any of its Subsidiaries, or (b) any sick leave, military leave, or any other authorized temporary personal leave of absence. "Unvested Restricted Shares" are the Restricted Shares that are subject to Forfeiture Restrictions (i.e., Restricted Shares that have not been released from the Forfeiture Repurchase Option). In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Committee for this Agreement or the Plan, the Company shall have a Forfeiture Repurchase Option to the same extent as if there had been a Cessation of Grantee's employment by the Company, except that, for this purpose, the "Termination Date" shall be the date of such breach, and the "Forfeiture Repurchase Period" shall be a period of ninety (90) days from the date of the Committee's discovery of such breach. The Forfeiture Repurchase Option shall be exercisable by written notice delivered to Grantee before the expiration of the Forfeiture Repurchase Period. The notice shall indicate the number of the Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not later than fifteen (15) days after the expiration of the Forfeiture Repurchase Period. On the date of the repurchase, the Company and/or its assignee(s) shall pay to Grantee, at the Company's and/or each assignee's option, in cash, by check of the Company and/or such assignee, by cancellation of all or a portion of any indebtedness of Grantee to the Company or such assignee, or a combination of the foregoing, an amount equal to the Repurchase Price for each of the Unvested Restricted Shares that is to be repurchased from Grantee. Upon such payment to Grantee or deposit of such amount into escrow for the benefit of Grantee, the Company and/or its assignee(s) shall become the legal and beneficial owner of the Unvested Restricted Shares being repurchased and all rights and interests therein or related thereto, and the Company shall have the right to transfer to its own name or to the names of its assignee(s) the Unvested Restricted Shares being forfeited and repurchased without any further action of Grantee. The Company may designate and assign one or more other persons or entities (including any affiliates of the Company) to exercise all or any part of the Forfeiture Repurchase Option. Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture and repurchase of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or law.

Forfeiture and Repurchase. Upon any Cessation (as defined below) cessation of Grantee's employment by, as a key employee an executive officer of, the Company (regardless of the Companycircumstances in which such employment ceases) before the Restricted Shares are released from the Forfeiture Restrictions described in Section 3, the Company shall have, on the date of such Cessation cessation of employment (the "Termination Date"), an irrevocable, exclusive option (the "Forfeiture Repurchase Option"), for a period of ninety (90) days from the Termination Date (the "Forfeiture Repurchase Period"), to repurchase up to all of the Unvested Restricted Shares (as defined below) on the Termination Date at the original Purchase Price Per Share (the "Repurchase Price"). The "Cessation" of Grantee's employment with the Company is any cessation of Grantee's full-time employment with the Company and its Subsidiaries for any reason or under any circumstances, other than because of Grantee's death or Grantee's disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee ("Disability"); Grantee's employment with the Company shall not be considered to have ceased for this purpose because of any (a) transfer of employment between or among the Company or any of its Subsidiaries, or (b) any sick leave, military leave, or any other authorized temporary personal leave of absence. "Unvested Restricted Shares" are the Restricted Shares that are subject to Forfeiture Restrictions (i.e., Restricted Shares that have not been released from the Forfeiture Repurchase Option). In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Committee for this Agreement or the Plan, the Company shall have a Forfeiture Repurchase Option to the same extent as if there had been a Cessation of Grantee's employment by the Company, except that, for this purpose, the "Termination Date" shall be the date of such breach, and the "Forfeiture Repurchase Period" shall be a period of ninety (90) days from the date of the Committee's discovery of such breach. The Forfeiture Repurchase Option shall be exercisable by written notice delivered to Grantee before the expiration of the Forfeiture Repurchase Period. The notice shall indicate the number of the Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not later than fifteen (15) days after the expiration of the Forfeiture Repurchase Period. On the date of the repurchase, the Company and/or its assignee(s) shall pay to Grantee, at the Company's and/or each assignee's option, in cash, by check of the Company and/or such assignee, by cancellation of all or a portion of any indebtedness of Grantee to the Company or such assignee, or a combination of the foregoing, an amount equal to the Repurchase Price for each of the Unvested Restricted Shares that is to be repurchased from Grantee. Upon such payment to Grantee or deposit of such amount into escrow for the benefit of Grantee, the Company and/or its assignee(s) shall become the legal and beneficial owner of the Unvested Restricted Shares being repurchased and all rights and interests therein or related thereto, and the Company shall have the right to transfer to its own name or to the names of its assignee(s) the Unvested Restricted Shares being forfeited and repurchased without any further action of Grantee. The Company may designate and assign one or more other persons or entities (including any affiliates of the Company) to exercise all or any part of the Forfeiture Repurchase Option. Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture and repurchase of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or law.

Forfeiture and Repurchase. Upon any Forfeiture Cessation (as defined below) of Grantee's employment as a key employee of the Companyemployment, the Company shall have, on the date of such Cessation of that Grantee's employment ceases or terminates (the "Termination Date"), an irrevocable, exclusive option (the "Forfeiture Repurchase Option"), for a period of ninety (90) days from the Termination Date (the "Forfeiture Repurchase Period"), to repurchase up to all of the Unvested Restricted Shares (as defined below) at the original Purchase Price Per Share (the "Repurchase Price"). The "Forfeiture Cessation" of Grantee's employment with the Company is any cessation or termination of Grantee's full-time employment with under the Employment Agreement other than a Vesting Cessation; and a "Vesting Cessation" is the cessation or termination of Grantee's employment under the Employment Agreement (i) by the Company and its Subsidiaries for any reason as a termination without Cause or under any circumstances, other than because of Grantee's death or Grantee's disability (within Disability, in each case as defined in and under the meaning of Section 22(e)(3) terms of the Internal Revenue Code) as determined by the Committee ("Disability"); Grantee's employment with the Company shall not be considered to have ceased for this purpose because of any (a) transfer of employment between or among the Company or any of its SubsidiariesEmployment Agreement, or (bii) any sick leave, military leave, or any other authorized temporary personal leave because of absenceExecutive's death. "Unvested Restricted Shares" are the Restricted Shares that are subject to Forfeiture Restrictions (i.e., Restricted Shares that have not been released from the Forfeiture Repurchase Option). In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Committee for this Agreement or the Plan, the Company shall have a Forfeiture Repurchase Option to the same extent as if there had been a Cessation of Grantee's employment by the CompanyForfeiture Cessation, except that, for this purpose, the "Termination Date" shall be the date of such breach, and the "Forfeiture Repurchase Period" shall be a period of ninety (90) days from the date of the Committee's discovery of such breach. The Forfeiture Repurchase Option shall be exercisable by written notice delivered to Grantee before the expiration of the Forfeiture Repurchase Period. The notice shall indicate the number of the Unvested Restricted Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not later than fifteen (15) days after the expiration of the Forfeiture Repurchase Period. On the date of the repurchase, the Company and/or its assignee(s) shall pay to Grantee, at the Company's and/or each assignee's option, in cash, by check of the Company and/or such assignee, by cancellation of all or a portion of any indebtedness of Grantee to the Company or such assignee, or a combination of the foregoing, an amount equal to the Repurchase Price for each of the Unvested Restricted Shares that is to be repurchased from Grantee. Upon such payment to Grantee or deposit of such amount into escrow for the benefit of Grantee, the Company and/or its assignee(s) shall become the legal and beneficial owner of the Unvested Restricted Shares being repurchased and all rights and interests therein or related thereto, and the Company shall have the right to transfer to its own name or to the names of its assignee(s) the Unvested Restricted Shares being forfeited and repurchased without any further action of Grantee. The Company may designate and assign one or more other persons or entities (including any affiliates of the Company) to exercise all or any part of the Forfeiture Repurchase Option. Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture and repurchase of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or law.