Common use of Forfeiture Conditions Clause in Contracts

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), breach any of the covenants or provisions described in Section 8(c) below unless compliance with the applicable portion of such covenants has been waived by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), you breach any of the covenants or provisions described in Section 8(c) below unless compliance with the applicable portion of such covenants has been waived in writing by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), you breach any of the covenants or provisions described in Section 8(c9(c) below unless compliance with the applicable portion of such covenants has been waived in writing by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 6 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), breach any of the covenants or provisions described in Section 8(c9(c) below unless compliance with the applicable portion of such covenants has been waived by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 6 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), you breach any of the covenants or provisions described in Section 8(c) below unless compliance with the applicable portion of such covenants has been waived in writing by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled cancelled, or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission rescission, or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, if (i) if you cease the Grantee engages in intentional misconduct pertaining to be Service Provider because your Service is terminated for Causeany financial reporting requirement under the Federal securities laws resulting in the Company’s being required to prepare and file an accounting restatement with the Securities and Exchange Commission (the “SEC”) as a result of such misconduct, other than a restatement due to changes in accounting policy, (ii) if the Committee determines that the payment there is a material negative revision of the Award was based on an incorrect determination that a financial or other criteria were metoperating measure on the basis of which incentive compensation was awarded or paid to the Grantee, (iii) if youthe Grantee engages in any fraud, at any time prior totheft, misappropriation, embezzlement, or during dishonesty to the [12] [24] month period after, the end of your Service (the “Restricted Period”), breach any material detriment of the covenants or provisions described in Section 8(c) below unless compliance Company’s financial results as filed with the applicable portion of such covenants has been waived by the Committee in its discretionSEC, or (iv) if you breach any other agreement between you and during the Company, including, without limitation, any employment agreement, then, in the discretion term of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after Grantee’s employment with the Company becomes aware of such activityand its Affiliates, conduct or event. The Company during the period following Retirement or Disability and prior to the Vesting Date, the Grantee breaches any non-compete or confidentiality restrictions applicable to the Grantee (including the non-compete restriction in paragraph (b) below), then (x) the Grantee shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall immediately forfeit this Award as well as the and any right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award4, then within ten (10) days of the date of such notice, you are required to and (y) with respect to Shares that have been issued pursuant to this Award (or the cash value thereof paid) after the Vesting Date, (A) the Grantee shall return such Shares or cash value to the Company Company, or (B) if the number of Grantee has sold or otherwise transferred such Shares that you received upon settlement of this Award which have not been sold and during the three-year period preceding the event specified in clauses (zi)-(iv) above, the Grantee shall pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of Vesting Date (or equal to the underlying Units (with respect to Shares received hereunder that you cash value previously soldpaid). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), you breach any of the covenants or provisions described in Section 8(c) below unless compliance with the applicable portion of such covenants has been waived in writing by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.

Forfeiture Conditions. Notwithstanding anything to the contrary in this Agreement, (i) if you cease to be Service Provider because your Service is terminated for Cause, (ii) if the Committee determines that the payment of the Award was based on an incorrect determination that financial or other criteria were met, (iii) if you, at any time prior to, or during the [12] [24] month period after, the end of your Service (the “Restricted Period”), you breach any of the covenants or provisions described in Section 8(c9(c) below unless compliance with the applicable portion of such covenants has been waived in writing by the Committee in its discretion, or (iv) if you breach any other agreement between you and the Company, including, without limitation, any employment agreement, then, in the discretion of the Committee: (A) any unsettled portion of this Award may be reduced, cancelled or forfeited, and (B) any settled portion of this Award may be rescinded and recovered within one (1) year after the Company becomes aware of such activity, conduct or event. The Company shall notify you in writing of any such reduction, cancellation, forfeiture, rescission or recovery. Immediately after receiving such notice, you shall forfeit this Award as well as the right to receive Shares that have not yet been issued pursuant to Section 5 6 to the extent indicated therein. If the written notice mandates the rescission or recovery of any settled portion of this Award, then within ten (10) days of the date of such notice, you are required to (y) return to the Company the number of Shares that you received upon settlement of this Award which have not been sold and (z) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as of the respective settlement dates of the underlying Units (with respect to Shares received hereunder that you previously sold). The Company also shall be entitled to set-off against the amount of any such gain any amount owed to you by the Company.