Common use of Forfeiture; Lapse of Risk of Forfeiture Clause in Contracts

Forfeiture; Lapse of Risk of Forfeiture. Subject to the other provisions of this Section 3 and to the provisions of Section 4 below, the Units shall be forfeited (without any settlement thereof pursuant to Section 2(a) above) if the Grantee’s association with the Company or any of its Affiliates as an employee, director or consultant ends for any reason or no reason, regardless of whether the end of such association is effected by the Company, any such Affiliate or the Grantee (whether voluntarily or involuntarily, including because an entity with which the Grantee has any such association ceases to be an Affiliate of the Company), and immediately following the end of any such association, the Grantee is not associated with the Company or any of its Affiliates as an employee, director or consultant, or if the Grantee dies; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period during which the absent original grantee’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing provisions of this Section 3 to the contrary, (i) 100% of the Units shall be forfeited if the employment of the Grantee with the Company terminates for any reason at any time prior to the one year anniversary of the Vesting Start Date (the date of such first anniversary, the “First Vesting Date”), (ii) 25% of the Units shall no longer be subject to forfeiture if the Grantee continues to be employed by the Company on the first day of the first calendar quarter after the First Vesting Date, (iii) of the remaining 75% of the Units, for each of the twelve (12) calendar quarters subsequent to the First Vesting Date, 6.25% of the applicable Units shall no longer be subject to forfeiture per each applicable calendar quarter that the Grantee remains an employee of the Company, with the first such lapse in the risk of forfeiture lapsing on the first day of the first calendar quarter after the First Vesting Date, and an additional of such lapses in the risk of forfeiture lapsing on the first day of each calendar quarter thereafter (other than the last of such lapses in the risk of forfeiture which shall lapse on the three-year anniversary of the First Vesting Date), such that the risk of forfeiture will have lapsed with respect to 100% of the applicable Units on the three-year anniversary of the First Vesting Date, with each such lapse in the risk of forfeiture being as nearly equal as practicable (as determined by the Corporation in its reasonable discretion); provided, however, that the foregoing provisions of this sentence shall only operate to release Units from risk of forfeiture under this Section 3 until and including the date that the Grantee has no association with the Company or any of its Affiliates as an employee, director or consultant.

Forfeiture; Lapse of Risk of Forfeiture. Subject to the other provisions of this Section 3 and to the provisions of Section 4 below, the Units shall be forfeited (without any settlement thereof pursuant to Section 2(a) above) if the Grantee’s association with the Company or any of its Affiliates as an employee, director or consultant ends for any reason or no reason, regardless of whether the end of such association is effected by the Company, any such Affiliate or the Grantee (whether voluntarily or involuntarily, including because an entity with which the Grantee has any such association ceases to be an Affiliate of the Company), and immediately following the end of any such association, the Grantee is not associated with the Company or any of its Affiliates as an employee, director or consultant, or if the Grantee dies; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period during which the absent original grantee’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing provisions of this Section 3 to the contrary, (i) 100% of the Units shall be forfeited if the employment of the Grantee with the Company terminates for any reason at any time prior to the one year anniversary of the Vesting Start Date (the date of such first anniversary, the “First Vesting Date”), (ii) 25% of the Units shall no longer be subject to forfeiture if the Grantee continues to be employed by the Company on the first day of the first calendar quarter after the First Vesting Date, (iii) of the remaining 75% of the Units, for each of the twelve (12) calendar quarters subsequent to the First Vesting Date, 6.25% of the applicable Units shall no longer be subject to forfeiture per each applicable calendar quarter three-month period thereafter that the Grantee remains an employee of the Company, with the first such lapse in the risk of forfeiture lapsing on the first day three-month anniversary of the first calendar quarter after the First Vesting Date, and an additional of such lapses in the risk of forfeiture lapsing on the first day of each calendar quarter thereafter (other than the last of such lapses in the risk of forfeiture which shall lapse on the subsequent three-year month anniversary of the First Vesting Date)Date thereafter, such that the risk of forfeiture will have lapsed with respect to 100% of the applicable Units on the three-year anniversary of the First Vesting Date, with each such lapse in the risk of forfeiture being as nearly equal as practicable (as determined by the Corporation Company in its reasonable discretion); provided, however, that the foregoing provisions of this sentence shall only operate to release Units from risk of forfeiture under this Section 3 until and including the date that the Grantee has no association with the Company or any of its Affiliates as an employee, director or consultant.

Forfeiture; Lapse of Risk of Forfeiture. Subject to the other provisions of this Section 3 and to the provisions of Section 4 below, the Units shall be forfeited (without any settlement thereof pursuant to Section 2(a) above) if the Grantee’s association with the Company or any of its Affiliates as an employee, director or consultant ends for any reason or no reason, regardless of whether the end of such association is effected by the Company, any such Affiliate or the Grantee (whether voluntarily or involuntarily, including because an entity with which the Grantee has any such association ceases to be an Affiliate of the Company), and immediately following the end of any such association, the Grantee is not associated with the Company or any of its Affiliates as an employee, director or consultant, or if the Grantee dies; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period during which the absent original grantee’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing provisions of this Section 3 to the contrary, [(i) 100% of the Units shall be forfeited if the employment of the Grantee with the Company terminates for any reason at any time prior to the one year anniversary of the Vesting Start Date (the date of such first anniversary, the “First Vesting Date”), (ii) 2533% of the Units shall no longer be subject to forfeiture if the Grantee continues or risk of forfeiture pursuant to be employed by the Company this Section 3(a) on the first day anniversary of the first calendar quarter after the First Vesting Start Date, ; (iiiii) of the remaining 75an additional 33% of the Units, for each of the twelve (12) calendar quarters subsequent to the First Vesting Date, 6.25% of the applicable Units shall no longer be subject to forfeiture per each applicable calendar quarter that the Grantee remains an employee of the Company, with the first such lapse in the or risk of forfeiture lapsing pursuant to this Section 3(a) on the first day second anniversary of the first calendar quarter after Vesting Start Date; and (iii) the First Vesting Date, and an additional balance of such lapses in the Units shall no longer be subject to forfeiture or risk of forfeiture lapsing pursuant to this Section 3(a) on the first day of each calendar quarter thereafter (other than the last of such lapses in the risk of forfeiture which shall lapse on the three-year third anniversary of the First Vesting Date), such that the risk of forfeiture will have lapsed with respect to 100% of the applicable Units on the three-year anniversary of the First Vesting Date, with each such lapse in the risk of forfeiture being as nearly equal as practicable (as determined by the Corporation in its reasonable discretionStart Date](3); provided, however, that the foregoing provisions of this sentence shall only operate to release Units from risk of forfeiture under this Section 3 until and including the date that the Grantee has no association with the Company or any of its Affiliates as an employee, director or consultant.

Forfeiture; Lapse of Risk of Forfeiture. Subject to the other provisions of this Section 3 and to the provisions of Section 4 below, the Units shall be forfeited (without any settlement thereof pursuant to Section 2(a) above) if the Grantee’s association with the Company or any of its Affiliates as an employee, director or consultant ends for any reason or no reason, regardless of whether the end of such association is effected by the Company, any such Affiliate or the Grantee (whether voluntarily or involuntarily, including because an entity with which the Grantee has any such association ceases to be an Affiliate of the Company), and immediately following the end of any such association, the Grantee is not associated with the Company or any of its Affiliates as an employee, director or consultant, or if the Grantee dies; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period during which the absent original grantee’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing provisions of this Section 3 to the contrary, [(i) 100% of the Units shall be forfeited if the employment of the Grantee with the Company terminates for any reason at any time prior to the one year anniversary of the Vesting Start Date (the date of such first anniversary, the “First Vesting Date”), (ii) 2550% of the Units shall no longer be subject to forfeiture if the Grantee continues or risk of forfeiture pursuant to be employed by the Company this Section 3 on the first day second anniversary of the first calendar quarter after the First Vesting Start Date, ; and (iii) the balance of the remaining 75% of the Units, for each of the twelve (12) calendar quarters subsequent to the First Vesting Date, 6.25% of the applicable Units shall no longer be subject to forfeiture per each applicable calendar quarter that the Grantee remains an employee of the Company, with the first such lapse in the or risk of forfeiture lapsing pursuant to this Section 3 on the first day of the first calendar quarter after the First Vesting Date, and an additional of such lapses in the risk of forfeiture lapsing on the first day of each calendar quarter thereafter (other than the last of such lapses in the risk of forfeiture which shall lapse on the three-year third anniversary of the First Vesting Date), such that the risk of forfeiture will have lapsed with respect to 100% of the applicable Units on the three-year anniversary of the First Vesting Date, with each such lapse in the risk of forfeiture being as nearly equal as practicable (as determined by the Corporation in its reasonable discretionStart Date](1); provided, however, that the foregoing provisions of this sentence shall only operate to release Units from risk of forfeiture under this Section 3 until and including the date that the Grantee has no association with the Company or any of its Affiliates as an employee, director or consultant.

Forfeiture; Lapse of Risk of Forfeiture. Subject to the other provisions of this Section 3 and to the provisions of Section 4 below, the Units shall be forfeited (without any settlement thereof pursuant to Section 2(a) above) if the Grantee’s association with the Company or any of its Affiliates as an employee, director or consultant ends for any reason or no reason, regardless of whether the end of such association is effected by the Company, any such Affiliate or the Grantee (whether voluntarily or involuntarily, including because an entity with which the Grantee has any such association ceases to be an Affiliate of the Company), and immediately following the end of any such association, the Grantee is not associated with the Company or any of its Affiliates as an employee, director or consultant, or if the Grantee dies; provided, however, that military or sick leave or other bona fide leave shall not be deemed a termination of employment, if it does not exceed the longer of ninety (90) days or the period during which the absent original grantee’s reemployment rights, if any, are guaranteed by statute or by contract. Notwithstanding the foregoing provisions of this Section 3 to the contrary, (i) 100% of the Units shall be forfeited if the employment of the Grantee with the Company terminates for any reason at any time prior to the one year anniversary of the Vesting Start Date (the date of such first anniversary, the “First Vesting Date”), (ii) 2550% of the Units shall no longer be subject to forfeiture if the Grantee continues to be employed by the Company on the first day of the first calendar quarter after the First Vesting Date, and (iii) of the remaining 7550% of the Units, for each of the twelve (12) calendar quarters subsequent to the First Vesting Date, 6.25% of the applicable Units shall no longer be subject to forfeiture per each applicable calendar quarter that if the Grantee remains an employee of continues to be employed by the Company, with the first such lapse in the risk of forfeiture lapsing Corporation on the first day of the first calendar quarter after the First Vesting Date, and an additional of such lapses in the risk of forfeiture lapsing on the first day of each calendar quarter thereafter (other than the last of such lapses in the risk of forfeiture which shall lapse on the threeone-year anniversary of the First Vesting Date), such that the risk of forfeiture will have lapsed with respect to 100% of the applicable Units on the three-year anniversary of the First Vesting Date, with each such lapse in the risk of forfeiture being as nearly equal as practicable (as determined by the Corporation in its reasonable discretion); provided, however, that the foregoing provisions of this sentence shall only operate to release Units from risk of forfeiture under this Section 3 until and including the date that the Grantee has no association with the Company or any of its Affiliates as an employee, director or consultant.