Common use of Forfeiture in Certain Events Clause in Contracts

Forfeiture in Certain Events. The Company may, in its sole discretion, in the event of serious misconduct by the Executive (including any misconduct prejudicial to or in conflict with the Company or its subsidiaries, or any termination of employment of the Executive for Cause), or any activity of the Executive in competition with the business of the Company or any subsidiary, (A) cancel any outstanding award of stock options, restricted stock, deferred stock units or other award granted to the Executive under a Company plan or otherwise (an "AWARD"), in whole or in part, whether or not vested or deferred, or (B) following the exercise or payment of an Award, within a period of time specified by the Company, require the Executive to repay to the Company any gain realized or payment received upon the exercise or payment of such Award (with such gain or payment valued as of the date of exercise or payment). Such cancellation or repayment obligation shall be effective as of the date specified by the Company, which may provide for an offset to any future payments owed by the Company or any subsidiary to the Executive if necessary to satisfy the repayment obligation. Any determination of whether the Executive has engaged in a serious breach of conduct or, if applicable, any activity in competition with the business of the Company or any subsidiary, will be determined by the Company in good faith and in its sole discretion. This Section 8(d) shall apply during and following the Term of this Agreement, but shall have no application following a Change in Control.

Forfeiture in Certain Events. The Company may, in its sole discretion, in the event of serious misconduct by the Executive (including any misconduct prejudicial to or in conflict with the Company or its subsidiaries, any breach by the Executive of Sections 8 or 10 of this Agreement or any termination of employment of the Executive for Cause), or any activity of the Executive in competition with the business of the Company or any subsidiary, (A) cancel any outstanding award of stock options, restricted stock, deferred stock units or other award granted to the Executive under a Company plan or otherwise (an "AWARD"), in whole or in part, whether or not vested or deferred, or (B) following the exercise or payment of an Award, within a period of time specified by the Company, require the Executive to repay to the Company any gain realized or payment received upon the exercise or payment of such Award (with such gain or payment valued as of the date of exercise or payment). Such cancellation or repayment obligation shall be effective as of the date specified by the Company, which may provide for an offset to any future payments owed by the Company or any subsidiary to the Executive if necessary to satisfy the repayment obligation. Any determination of whether the Executive has engaged in a serious breach of conduct or, if applicable, any activity in competition with the business of the Company or any subsidiary, will be determined by the Company in good faith and in its sole discretion. This Section 8(d) shall apply during and following the Term of this Agreement, but shall have no application following a Change in Control.