Common use of Forfeiture for Cause Clause in Contracts

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units awarded under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Units, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b16(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Executive’s rights to shares of the Common Stock Units awarded covered by the Option under this Agreement (including vested Deferred Stock Units rights that have been exercised, vested rights that have not been exchanged for shares of the Common Stock exercised and Deferred Stock Units rights that have not yet vested), (y) some or all of the Dividend Equivalents dividends that are payable or have been paid with respect to shares of the Common Stock covered by the Option under this Agreement Agreement, and (z) some or all shares of the Common Stock exchanged for Deferred Stock Units received as a result of the Executive’s exercise of the Option and some or all net proceeds realized with respect to any shares of the Common Stock received by as a result of the Executive Executive’s exercise of the Option in payment excess of Deferred Stock Unitsthe price paid for such shares under this Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b10(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliatesaffiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliateaffiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) knew or should have known in the reasonable exercise of his duties that the Company was publicly releasing financial statements of the Company that were materially misstated and misleading, (iv) disclosed trade secrets of the Company or an Affiliate affiliate or (Dv) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause (A), (Biv) and (Dv), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in ControlControl (as defined in the Change in Control Agreement), or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, Control as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested)to Executive, (y) some cash bonuses paid on or all after the effective date of this Agreement by the Company to Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment effective date of Deferred Stock Unitsthis Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b18(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units Restricted Shares and Retained Distributions awarded under this Agreement (including vested Deferred Stock Units Restricted Shares and Retained Distributions that have not been exchanged for shares of the Common Stock vested and Deferred Stock Units Restricted Shares and Retained Distributions that have not yet vested), (y) some or all of the Dividend Equivalents that are payable dividends paid in cash or have been paid property with respect to Restricted Shares or Shares awarded under this Agreement Agreement, and (z) some or all shares of Common Stock exchanged for Deferred Stock Units the Shares awarded under this Agreement and some or all the net proceeds realized with respect to any shares of the Common Stock Shares or other property received by the Executive in payment of Deferred Stock Unitsunder this Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Performance Units awarded under this Agreement (including vested Deferred Stock Performance Units that have not been exchanged for shares of the Common Stock and Deferred Stock Performance Units that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock or otherwise received with respect to the Performance Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Performance Units, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this the Plan or an Award Agreement, if the Committee finds by a determination is made as provided in Section 19(b) of this Agreement (majority vote that a “Forfeiture Determination”) that (i) the ExecutiveHolder, before or after the termination of the Executive’s employment with the Company and all Affiliates, his or her Separation from Service (Aa) committed a felony or a crime involving moral turpitude or committed any other act or omission involving fraud, embezzlement, theft, felony embezzlement or an any other act of dishonesty in the course of his or her employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate; (b) substantially and repeatedly failed to perform duties of the office held by the Holder as reasonably directed by the Company or an Affiliate, (Bc) knowingly caused committed gross negligence or assisted in causing willful misconduct with respect to the publicly released financial statements Company or an Affiliate; (d) committed a material breach of any employment agreement between the Holder and the Company or an Affiliate that is not cured within ten (10) days after receipt of written notice thereof from the Company or the Affiliate, as applicable; (e) failed, within ten (10) days after receipt by the Holder of written notice thereof from the Company or an Affiliate, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the Board reasonably believes does or may materially or adversely affect the Company’s or an Affiliate’s business or operations, (f) committed misconduct which is of such a serious or substantial nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or an Affiliate, (g) harassed or discriminated against the Company’s or an Affiliate’s employees, customers or vendors in violation of the Company’s policies with respect to be misstated such matters, (h) misappropriated funds or assets of the Company or a subsidiary an Affiliate for personal use or willfully violated the Company policies or standards of business conduct as determined in good faith by the Board, (i) failed, due to some action or inaction on the part of the Holder, to have immigration status that permits the Holder to maintain full-time employment with the Company to engage or an Affiliate in criminal misconductthe United States in compliance with all applicable immigration law, (Cj) disclosed trade secrets of the Company or an Affiliate or (D) violated Affiliate, then as of the terms of date the Committee makes its finding, any non-competition, non-disclosure or similar agreement with respect Awards awarded to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units awarded under this Agreement (including vested Deferred Stock Units Holder that have not been exchanged for shares of exercised by the Common Stock and Deferred Stock Units Holder (including all Awards that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Units, will be forfeited to the Company on Company. The findings and decision of the Committee or the Board, if applicable, with respect to such terms as determined matter, including those regarding the acts of the Holder and the damage done to the Company, will be final for all purposes. No decision of the Committee, however, will affect the finality of the discharge of the individual by the Board Company or the final, non-appealable order of a court of competent jurisdictionan Affiliate.

Forfeiture for Cause. (a) Notwithstanding any other provision of this the Plan or an Award Agreement, if the Committee finds by a determination is made as provided in Section 19(b) of this Agreement (majority vote that a “Forfeiture Determination”) that (i) the ExecutiveHolder, before or after the termination of the Executive’s employment with the Company and all Affiliates, his Separation from Service (Aa) committed a felony or a crime involving moral turpitude or committed any other act or omission involving fraud, embezzlement, theft, felony embezzlement or an any other act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate; (b) substantially and repeatedly failed to perform duties of the office held by the Holder as reasonably directed by the Company or an Affiliate, (Bc) knowingly caused committed gross negligence or assisted in causing willful misconduct with respect to the publicly released financial statements Company or an Affiliate; (d) committed a material breach of any employment agreement between the Holder and the Company or an Affiliate that is not cured within ten (10) days after receipt of written notice thereof from the Company or the Affiliate, as applicable; (e) failed, within ten (10) days after receipt by the Holder of written notice thereof from the Company or an Affiliate, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the Board reasonably believes does or may materially or adversely affect the Company’s or an Affiliate’s business or operations, (f) committed misconduct which is of such a serious or substantial nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or an Affiliate, (g) harassed or discriminated against the Company’s or an Affiliate’s employees, customers or vendors in violation of the Company’s policies with respect to be misstated such matters, (h) misappropriated funds or assets of the Company or a subsidiary an Affiliate for personal use or willfully violated the Company policies or standards of business conduct as determined in good faith by the Board, (i) failed, due to some action or inaction on the part of the Holder, to have immigration status that permits the Holder to maintain full-time employment with the Company to engage or an Affiliate in criminal misconductthe United States in compliance with all applicable immigration law, (Cj) disclosed trade secrets of the Company or an Affiliate or (D) violated Affiliate, then as of the terms of date the Committee makes its finding, any non-competition, non-disclosure or similar agreement with respect Awards awarded to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units awarded under this Agreement (including vested Deferred Stock Units Holder that have not been exchanged for shares of exercised by the Common Stock and Deferred Stock Units Holder (including all Awards that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Units, will be forfeited to the Company on Company. The findings and decision of the Committee or the Board, if applicable, with respect to such terms as determined matter, including those regarding the acts of the Holder and the damage done to the Company, will be final for all purposes. No decision of the Committee, however, will affect the finality of the discharge of the individual by the Board Company or the final, non-appealable order of a court of competent jurisdictionan Affiliate.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b10(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliatesaffiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty (as defined below) in the course of his employment by the Company or an Affiliateaffiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) knew or should have known in the reasonable exercise of his duties that the Company was publicly releasing financial statements of the Company that were materially misstated and misleading, (iv) intentionally, or as a result of his gross negligence, disclosed trade secrets of the Company or an Affiliate affiliate or (Dv) intentionally, or as a result of his gross negligence, violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause clauses (A), (Biv) and (Dv) and with respect to acts of dishonesty in clause (i), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretiongood faith, if such Forfeiture Determination is made prior to a Change in ControlControl (as defined in the Change in Control Agreement), or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, Control as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested)to Executive, (y) some cash bonuses paid on or all after the effective date of this Agreement by the Company to Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment effective date of Deferred Stock Unitsthis Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction. For purposes of this Section 10, an “act of dishonesty” shall require a material breach by Executive of his duties, obligations or undertakings owed to or on behalf of the Company, as determined by the Board. In determining whether a matter materially and adversely affects the Company, the Board shall be entitled to consider all relevant factors and exercise reasonable business judgment in making such determination, including but not limited to the financial consequences, adverse reputational consequences or legal consequences to the Company and/or its subsidiaries, individually or taken as a whole, as a result of such action.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a For Named Executive Officer with Change in Control Agreement fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units awarded under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Units, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a For Executive with Change in Control Agreement fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units awarded under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested), (y) some or all of the Dividend Equivalents that are payable or have been paid under this Agreement and (z) some or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares of the Common Stock received by the Executive in payment of Deferred Stock Units, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b23(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) disclosed trade secrets of the Company or an Affiliate or (Div) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause (Ai), (Biii) and (Div), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the BoardBoard of Directors, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement to the Executive (including vested Deferred Stock Units that have not been exchanged for shares of any lump sum payment or Interest Amount previously paid to the Common Stock and Deferred Stock Units that have not yet vestedExecutive under Section 7 or expense reimbursement payment under Section 11), (y) some cash bonuses paid on or all after the Effective Date by the Company to the Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to the Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment of Deferred Stock UnitsEffective Date, will be forfeited to the Company on such terms as determined by the Board of Directors or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b10(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliatesaffiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliateaffiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) knew or should have known in the reasonable exercise of his duties that the Company was publicly releasing financial statements of the Company that were materially misstated and misleading, (iv) disclosed trade secrets of the Company or an Affiliate affiliate or (Dv) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause (A), (Biv) and (Dv), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in ControlControl (as defined in the Change in Control Plan), or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, Control as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested)to Executive, (y) some cash bonuses paid on or all after the Effective Date by the Company to Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment of Deferred Stock UnitsEffective Date, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b10(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliatesaffiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty (as defined below) in the course of his employment by the Company or an Affiliateaffiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) knew or should have known in the reasonable exercise of his duties that the Company was publicly releasing financial statements of the Company that were materially misstated and misleading, (iv) intentionally, or as a result of his gross negligence, disclosed trade secrets of the Company or an Affiliate affiliate or (Dv) intentionally, or as a result of his gross negligence, violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause clauses (A), (Biv) and (Dv) and with respect to acts of dishonesty in clause (i), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretiongood faith, if such Forfeiture Determination is made prior to a Change in ControlControl (as defined in the Change in Control Plan), or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, Control as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested)to Executive, (y) some cash bonuses paid on or all after the effective date of this Agreement by the Company to Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment effective date of Deferred Stock Unitsthis Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction. For purposes of this Section 10, an “act of dishonesty” shall require a material breach by Executive of his duties, obligations or undertakings owed to or on behalf of the Company, as determined by the Board. In determining whether a matter materially and adversely affects the Company, the Board shall be entitled to consider all relevant factors and exercise reasonable business judgment in making such determination, including but not limited to the financial consequences, adverse reputational consequences or legal consequences to the Company and/or its subsidiaries, individually or taken as a whole, as a result of such action.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b18(b) of this Agreement (a “Forfeiture Determination”) that (i) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliates, (A) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliate, (B) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (C) disclosed trade secrets of the Company or an Affiliate or (D) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Executive is a party; and (ii) in the case of the actions described in clause (A), (B) and (D), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in Control, or, as determined by a final, non-appealable order of a court of For Named Executive Officer with Change in Control Agreement competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: (x) some or all of the Deferred Stock Units Restricted Shares and Retained Distributions awarded under this Agreement (including vested Deferred Stock Units Restricted Shares and Retained Distributions that have not been exchanged for shares of the Common Stock vested and Deferred Stock Units Restricted Shares and Retained Distributions that have not yet vested), (y) some or all of the Dividend Equivalents that are payable dividends paid in cash or have been paid property with respect to Restricted Shares or Shares awarded under this Agreement Agreement, and (z) some or all shares of Common Stock exchanged for Deferred Stock Units the Shares awarded under this Agreement and some or all the net proceeds realized with respect to any shares of the Common Stock Shares or other property received by the Executive in payment of Deferred Stock Unitsunder this Agreement, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.

Forfeiture for Cause. (a) Notwithstanding any other provision of this Agreement, if a determination is made as provided in Section 19(b10(b) of this Agreement (a “Forfeiture Determination”) that (ia) the Executive, before or after the termination of the Executive’s employment with the Company and all Affiliatesaffiliates, (Ai) committed fraud, embezzlement, theft, felony or an act of dishonesty in the course of his employment by the Company or an Affiliateaffiliate, (Bii) knowingly caused or assisted in causing the publicly released financial statements of the Company to be misstated or the Company or a subsidiary of the Company to engage in criminal misconduct, (Ciii) knew or should have known in the reasonable exercise of his duties that the Company was publicly releasing financial statements of the Company that were materially misstated and misleading, (iv) disclosed trade secrets of the Company or an Affiliate affiliate or (Dv) violated the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate affiliate to which the Executive is a party; and (iib) in the case of the actions described in clause (A), (Biv) and (Dv), such action materially and adversely affected the Company, then at or after the time such Forfeiture Determination is made the Board, in its sole discretion, if such Forfeiture Determination is made prior to a Change in ControlControl (as defined in the Change in Control Agreement), or, as determined by a final, non-appealable order of a court of competent jurisdiction, if such Forfeiture Determination is made after a Change in Control, Control as a fair and equitable forfeiture to reflect the harm done to the Company and a reduction of the benefit bestowed on the Executive had the facts existing at the time the benefit was bestowed that led to the Forfeiture Determination been known to the Company at the time the benefit was bestowed, may determine that: that some or all (x) some benefits payable or all of the Deferred Stock Units awarded to be provided, or previously paid or provided, under this Agreement (including vested Deferred Stock Units that have not been exchanged for shares of the Common Stock and Deferred Stock Units that have not yet vested)to Executive, (y) some cash bonuses paid on or all after the Effective Date by the Company to Executive under any plan, program, policy, practice, contract or agreement of the Dividend Equivalents that are payable Company or have been paid under this Agreement and (z) some equity awards granted to Executive under any plan, program, policy, practice, contract or all shares of Common Stock exchanged for Deferred Stock Units and some or all net proceeds realized with respect to any shares agreement of the Common Stock received by Company that vested on or after the Executive in payment of Deferred Stock UnitsEffective Date, will be forfeited to the Company on such terms as determined by the Board or the final, non-appealable order of a court of competent jurisdiction.