Forfeiture of Award. 4.1 If at any time during Award Recipient’s employment by the Company or within 36 months after termination of employment, Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to: (a) conduct relating to Award Recipient’s employment for which either criminal or civil penalties against Award Recipient may be sought; (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude. (c) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company; (d) disclosing or misusing any confidential information or material concerning the Company; or (e) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited. 4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company. 4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Superior Energy Services Inc), Restricted Stock Agreement (Superior Energy Services Inc)
Forfeiture of Award. 4.1 If at any time during Award Recipient’s employment by the Company or within 36 months after termination of employment, Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to:
(a) conduct relating to Award Recipient’s employment for which either criminal or civil penalties against Award Recipient may be sought;
(b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(c) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during Award Recipient’s tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company;
(d) disclosing or misusing any confidential information or material concerning the Company; or
(e) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 2 contracts
Samples: Restricted Stock Agreement (Superior Energy Services Inc), Restricted Stock Agreement (Superior Energy Services Inc)
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s 's employment by the Company or within 36 18 months after termination of employment, the Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to:
(a) conduct relating to the Award Recipient’s 's employment for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of the Award Recipient’s 's employment for “cause” within the meaning , (c) violation of the terms of Award Recipient’s employment agreementCompany's policies, if anyincluding, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code the Company's xxxxxxx xxxxxxx, ethics and corporate compliance policies and programs, (d) participating in the public reporting of Business Ethics and Conductany financial or operating result that was impacted by the participant's knowing or intentional fraudulent or illegal conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(ce) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the Award Recipient’s 's tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Award Recipient during the Award Recipient’s 's tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s 's interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company;
, (df) disclosing or misusing any confidential information or material concerning the Company; or
, (eg) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control not approved by the Board or (h) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i1) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii2) all unvested shares of Restricted Stock and contingent rights to receive Additional Shares shall be forfeited. The Award Recipient acknowledges and agrees that the Company's rights under this Section 4.1 supplement, and in no way limit, the Company's separate and independent rights or obligations to recover compensation paid to the Award Recipient pursuant to the Company's "clawback policy" or applicable requirements of federal law or regulations or listing standards.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s 's obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Samples: Restricted Stock Agreement
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s employment by 's tenure as a director of the Company or within 36 18 months after termination of employmentsuch tenure, the Award Recipient engages in any activity in competition with any activity of CenturyTel or its subsidiaries (collectively, the "Company"), or inimical, contrary or harmful to the interests of the Company, including but not limited to:
(a) conduct relating to the Award Recipient’s employment 's service on the Board for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning removal of the terms Award Recipient from the Board for cause, (c) violation of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business's policies, including including, without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; 's insider trading policy or corporate compliance program, (ivd) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to acceptixx xxxxxxxxxx xfter the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(c) accepting employment date hereof with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee officer of the Company who was employed at any time during the Award Recipient’s tenure with 's service on the CompanyBoard, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “"competitor”"), except for (iA) any isolatedemployment, sporadic accommodation investment, service, assistance or assistance provided to a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (ii) any other service or assistance activity that is provided undertaken at the request or with the written permission of the CenturyTel Board of Directors or (B) any assistance of a competitor that is provided in the ordinary course of the Award Recipient engaging in his or her principal occupation in the good faith and reasonable belief that such assistance will neither harm the Company;
's interests in any substantial manner or violate any of the Award Recipient's duties or responsibilities under the Company's policies or applicable law, (de) disclosing or misusing any confidential information or material concerning the Company; or
, (ef) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salarydirectors fees, wagesreimbursements, reimbursements retirement payments, or other compensation, fringe compensation or benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s 's obligations under Sections 4.1 and 4.2 above only if the Committee CenturyTel Board of Directors determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If at any time during Award Recipient’s your employment by Noble or one of its Subsidiaries the Company or within 36 months after termination of employment, Award Recipient engages Committee determines that you have engaged in any activity in competition with any activity of the CompanyNoble or its Subsidiaries, or activity or conduct that is inimical, contrary or harmful to the interests of the CompanyNoble or its Subsidiaries, including but not limited to:
(a) a. conduct relating to Award Recipient’s your employment for which either criminal or civil penalties against Award Recipient you may be sought;
(b) b. conduct or activity that results in the termination of Award Recipient’s your employment for “cause” within the meaning because of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreementyour: (i) failure to abide by the Companyyour employer’s rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment while employed with the Company your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company Noble or any of its Subsidiaries or committing any fraud against the Company Noble or any of its Subsidiaries or against any other person or entity in the course of employment with the CompanyNoble or any of its Subsidiaries; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company Noble or any of its Subsidiaries or to the benefits of which the Company Noble or any of its Subsidiaries is entitled; or (v) the commission of a felony or other crime involving moral turpitude.;
(c) c. accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company Noble or any of its Subsidiaries who was employed at any time during Award Recipient’s your tenure with the CompanyNoble of an of its Subsidiaries, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company Noble or any of its lines of business Subsidiaries (a “competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient you during Award Recipient’s your tenure with the CompanyNoble or any of its Subsidiaries, but only if provided in the good faith and reasonable belief that such action would benefit the Company Noble or any of its Subsidiaries by promoting good business relations with the competitor and would not harm the Company’s Noble or any of its Subsidiaries interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the CompanyNoble or any of its Subsidiaries;
(d) d. disclosing or misusing any confidential information or material concerning the CompanyNoble or any of its Subsidiaries; or
(e) e. ( making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company Noble or any of its Subsidiaries engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the CompanyNoble or any of its Subsidiaries, or taking any other action that could reasonably be expected to injure the Company Noble or any of its Subsidiaries in its business relationships with any of the foregoing parties or result in any other detrimental effect on the CompanyNoble or any of its Subsidiaries; then the Company shall provide written notice to the this Award Recipient of the Award Recipient’s violation of this Agreement, and the award Shares of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches you breached this Section 4.1 13 as determined by the Committee and (i) all shares of Common Stock Shares acquired by the Award Recipient pursuant to you under this Agreement agreement (or other securities into which such shares those Shares have been converted or exchanged) shall be returned to the Company Noble or, if no longer held by the Award Recipientyou, the Award Recipient you shall pay to the CompanyNoble, without interest, all cash, securities or other assets received by the Award Recipient upon you on the sale or transfer of such stock or securities, and (ii) all unvested shares Shares of Restricted Stock shall be forfeited.
4.2 f. If the Award Recipient owes you owe any amount to under the Company under above subsections of this Section 4.1 above13, the Award Recipient acknowledges you acknowledge that the Company your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company your employer owes the Award Recipient you from time to time for any reason (including without limitation amounts owed to the Award Recipient you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company your employer elects to make any such set-off in whole or in part, if the Company your employer does not recover by means of set-off the full amount the Award Recipient owes you owe it, the Award Recipient you hereby agrees agree to pay immediately the unpaid balance to the Companyyour employer.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Samples: Restricted Stock Award Agreement (Noble International, Ltd.)
Forfeiture of Award. 4.1 If at any time during Award Recipient’s your employment by Unit or one of its Affiliates the Company or within 36 months after termination of employment, Award Recipient engages Committee determines that you have engaged in any activity in competition with any activity of the CompanyUnit or its Affiliates, or activity or conduct that is inimical, contrary or harmful to the interests of the CompanyUnit or its Affiliates, including but not limited to:
(a) A. conduct relating to Award Recipient’s your employment for which either criminal or civil penalties against Award Recipient you may be sought;
(b) B. conduct or activity that results in the termination of Award Recipient’s your employment for “cause” within the meaning because of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreementyour: (i) failure to abide by the Companyyour employer’s rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment while employed with the Company your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company Unit or any of its Affiliates or committing any fraud against the Company Unit or any of its Affiliates or against any other person or entity in the course of employment with the CompanyUnit or any of its Affiliates; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company Unit or any of its Affiliates or to the benefits of which the Company Unit or any of its Affiliates is entitled; or (v) the commission of a felony or other crime involving moral turpitude.;
(c) C. accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company Unit or any of its Affiliates who was employed at any time during Award Recipient’s your tenure with the CompanyUnit of an of its Affiliates, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company Unit or any of its lines of business Affiliates (a “competitor”), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient you during Award Recipient’s your tenure with the CompanyUnit or any of its Affiliates, but only if provided in the good faith and reasonable belief that such action would benefit the Company Unit or any of its Affiliates by promoting good business relations with the competitor and would not harm the Company’s Unit or any of its Affiliates interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the CompanyUnit or any of its Affiliates;
(d) D. disclosing or misusing any confidential information or material concerning the CompanyUnit or any of its Affiliates; or
(e) E. making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company Unit or any of its Affiliates engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the CompanyUnit or any of its Affiliates, or taking any other action that could reasonably be expected to injure the Company Unit or any of its Affiliates in its business relationships with any of the foregoing parties or result in any other detrimental effect on the CompanyUnit or any of its Affiliates; then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall shares of restricted stock will automatically terminate and be forfeited effective on the date on which the Award Recipient breaches you breached this Section 4.1 14 as determined by the Committee and (i) all shares of Common Stock acquired by the Award Recipient pursuant to you under this Agreement agreement (or other securities into which such those shares have been converted or exchanged) shall will be returned to the Company Unit or, if no longer held by the Award Recipientyou, the Award Recipient shall you will pay to the CompanyUnit, without interest, all cash, securities or other assets received by the Award Recipient upon you on the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall restricted stock will be forfeited.
4.2 F. If the Award Recipient owes you owe any amount to under the Company under above subsections of this Section 4.1 above14, the Award Recipient acknowledges you acknowledge that the Company your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company your employer owes the Award Recipient you from time to time for any reason (including without limitation amounts owed to the Award Recipient you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company your employer elects to make any such set-off in whole or in part, if the Company your employer does not recover by means of set-off the full amount the Award Recipient owes you owe it, the Award Recipient you hereby agrees agree to pay immediately the unpaid balance to the Companyyour employer.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s employment by tenure as a director of the Company or within 36 18 months after termination of employmentsuch tenure, the Award Recipient engages in any activity in competition with any activity of CenturyTel or its subsidiaries (collectively, the “Company”), or inimical, contrary or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s employment service on the Board for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning removal of the terms Award Recipient from the Board for cause, (c) violation of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its businesspolicies, including including, without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; ’s ixxxxxx xxxxxxx policy or corporate compliance program, (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(cd) accepting employment after the date hereof with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee officer of the Company who was employed at any time during the Award Recipient’s tenure with service on the CompanyBoard, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (iA) any isolatedemployment, sporadic accommodation investment, service, assistance or other activity that is undertaken at the request or with the written permission of the CenturyTel Board of Directors or (B) any assistance of a competitor that is provided to a competitor, at its request, by in the ordinary course of the Award Recipient during Award Recipient’s tenure with the Company, but only if provided engaging in his or her principal occupation in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not assistance will neither harm the Company’s interests in any substantial manner or (ii) violate any other service or assistance that is provided at the request or with the written permission of the Award Recipient’s duties or responsibilities under the Company;
’s policies or applicable law, (de) disclosing or misusing any confidential information or material concerning the Company; or
, (ef) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salarydirectors fees, wagesreimbursements, reimbursements retirement payments, or other compensation, fringe compensation or benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee CenturyTel Board of Directors determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If at any time during Award Recipient’s your employment by Unit Corporation or one of its Affiliates the Company or within 36 months after termination of employment, Award Recipient engages Committee determines that you have engaged in any activity in competition with any activity of the CompanyUnit Corporation or its Affiliates, or activity or conduct that is inimical, contrary or harmful to the interests of the CompanyUnit Corporation or its Affiliates, including but not limited to:
(a) conduct relating to Award Recipient’s your employment for which either criminal or civil penalties against Award Recipient you may be sought;
(b) conduct or activity that results in the termination of Award Recipient’s your employment for “cause” within the meaning because of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreementyour: (i) failure to abide by the Company’s your employer's rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment while employed with the Company your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company Unit Corporation or any of its Affiliates or committing any fraud against the Company Unit Corporation or any of its Affiliates or against any other person or entity in the course of employment with the CompanyUnit Corporation or any of its Affiliates; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company Unit Corporation or any of its Affiliates or to the benefits of which the Company Unit Corporation or any of its Affiliates is entitled; or (v) the commission of a felony or other crime involving moral turpitude.;
(c) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company Unit Corporation or any of its Affiliates who was employed at any time during Award Recipient’s your tenure with the CompanyUnit Corporation of an of its Affiliates, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company Unit Corporation or any of its lines of business Affiliates (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient you during Award Recipient’s your tenure with the CompanyUnit Corporation or any of its Affiliates, but only if provided in the good faith and reasonable belief that such action would benefit the Company Unit Corporation or any of its Affiliates by promoting good business relations with the competitor and would not harm the Company’s Unit Corporation or any of its Affiliates interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the CompanyUnit Corporation or any of its Affiliates;
(d) disclosing or misusing any confidential information or material concerning the CompanyUnit Corporation or any of its Affiliates; or
(e) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company Unit Corporation or any of its Affiliates engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the CompanyUnit Corporation or any of its Affiliates, or taking any other action that could reasonably be expected to injure the Company Unit Corporation or any of its Affiliates in its business relationships with any of the foregoing parties or result in any other detrimental effect on the CompanyUnit Corporation or any of its Affiliates; then the Company shall provide written notice to the this Award Recipient of the Award Recipient’s violation of this Agreement, and the award Shares of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches you breached this Section 4.1 13 as determined by the Committee and (i) all shares of Common Stock Shares acquired by the Award Recipient pursuant to you under this Agreement agreement (or other securities into which such shares those Shares have been converted or exchanged) shall be returned to the Company Unit Corporation or, if no longer held by the Award Recipientyou, the Award Recipient you shall pay to the CompanyUnit Corporation, without interest, all cash, securities or other assets received by the Award Recipient upon you on the sale or transfer of such stock or securities, and (ii) all unvested shares Shares of Restricted Stock shall be forfeited.
4.2 (f) If the Award Recipient owes you owe any amount to under the Company under above subsections of this Section 4.1 above13, the Award Recipient acknowledges you acknowledge that the Company your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company your employer owes the Award Recipient you from time to time for any reason (including without limitation amounts owed to the Award Recipient you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company your employer elects to make any such set-off in whole or in part, if the Company your employer does not recover by means of set-off the full amount the Award Recipient owes you owe it, the Award Recipient you hereby agrees agree to pay immediately the unpaid balance to the Companyyour employer.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If at any time during Award Recipient’s your employment by Unit Corporation or one of its Affiliates, the Company or within 36 months after termination of employment, Award Recipient engages Committee determines that you have engaged in any activity in competition with any activity of the CompanyUnit Corporation or its Affiliates, or activity or conduct that is inimical, contrary or harmful to the interests of the CompanyUnit Corporation or its Affiliates, including but not limited to:
(a) conduct relating to Award Recipient’s your employment for which either criminal or civil penalties against Award Recipient you may be sought;
(b) conduct or activity that results in the termination of Award Recipient’s your employment for “cause” within the meaning because of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreementyour: (i) failure to abide by the Company’s your employer's rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company Unit Corporation or any of its Affiliates or committing any fraud against the Company Unit Corporation or any of its Affiliates or against any other person or entity in the course of employment with the CompanyUnit Corporation or any of its Affiliates; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company Unit Corporation or any of its Affiliates or to the benefits of which the Company Unit Corporation or any of its Affiliates is entitled; or (v) the commission of a felony or other crime involving moral turpitude.;
(c) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company Unit Corporation or any of its Affiliates who was employed at any time during Award Recipient’s your tenure with the CompanyUnit Corporation or any of its Affiliates, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any Unit Corporation of an of its lines of business Affiliates (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient you during Award Recipient’s your tenure with the CompanyUnit Corporation of an of its Affiliates, but only if provided in the good faith and reasonable belief that such action would benefit the Company Unit Corporation or any of its Affiliates by promoting good business relations with the competitor and would not harm the Company’s Unit Corporation or any of its Affiliates interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the CompanyUnit Corporation or any of its Affiliates;
(d) disclosing or misusing any confidential information or material concerning the CompanyUnit Corporation or any of its Affiliates; or
(e) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company Unit Corporation or any of its Affiliates engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the CompanyUnit Corporation or any of its Affiliates, or taking any other action that could reasonably be expected to injure the Company Unit Corporation or any of its Affiliates in its business relationships with any of the foregoing parties or result in any other detrimental effect on the CompanyUnit Corporation or any of its Affiliates; then the Company shall provide written notice SARs subject to the this Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on as of the date on which the Award Recipient breaches you breached this Section 4.1 14.(a) - (e) as determined by the Committee and (i) you must repay to Unit Corporation all shares amounts paid to you on your exercise of Common Stock acquired by SARS, (ii) if any of the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if SARs are no longer held by the Award Recipient, the Award Recipient shall in your possession you must pay to the CompanyUnit Corporation, without interest, all cash, securities or other assets received by the Award Recipient upon you on the sale or transfer of such stock or securitiesthe SARs, and (iiiii) all unvested shares of Restricted Stock SARs shall be forfeited.
4.2 (f) If the Award Recipient owes you owe any amount to under the Company under above subsections of this Section 4.1 above14, the Award Recipient acknowledges you acknowledge that the Company your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company your employer owes the Award Recipient you from time to time for any reason (including without limitation amounts owed to the Award Recipient you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company your employer elects to make any such set-off in whole or in part, if the Company your employer does not recover by means of set-off the full amount the Award Recipient owes you owe it, the Award Recipient you hereby agrees agree to pay immediately the unpaid balance to the Companyyour employer.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Samples: Stock Appreciation Rights Award Agreement (Unit Corp)
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s employment by tenure as a director of the Company or within 36 18 months after termination of employmentsuch tenure, the Award Recipient engages in any activity in competition with any activity of CenturyTel or its subsidiaries (collectively, the “Company”), or inimical, contrary or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s employment service on the Board for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning removal of the terms Award Recipient from the Board for cause, (c) violation of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its businesspolicies, including including, without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; ’s xxxxxxx xxxxxxx policy or corporate compliance program, (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(cd) accepting employment after the date hereof with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee officer of the Company who was employed at any time during the Award Recipient’s tenure with service on the CompanyBoard, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (iA) any isolatedemployment, sporadic accommodation investment, service, assistance or other activity that is undertaken at the request or with the written permission of the CenturyTel Board of Directors or (B) any assistance of a competitor that is provided to a competitor, at its request, by in the ordinary course of the Award Recipient during Award Recipient’s tenure with the Company, but only if provided engaging in his or her principal occupation in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not assistance will neither harm the Company’s interests in any substantial manner or (ii) violate any other service or assistance that is provided at the request or with the written permission of the Award Recipient’s duties or responsibilities under the Company;
’s policies or applicable law, (de) disclosing or misusing any confidential information or material concerning the Company; or
, (ef) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award (i) all unvested shares of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 first engages in such activity and (iii) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement upon vesting of the Restricted Stock hereunder after the date that precedes by one year the date on which the Award Recipient’s tenure as a director of the Company terminated or the date the Award Recipient first engaged in such activity if no such termination occurs (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay return to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salarydirectors fees, wagesreimbursements, reimbursements retirement payments, or other compensation, fringe compensation or benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee CenturyTel Board of Directors determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s employment by tenure as a director of the Company or within 36 18 months after termination of employmentsuch tenure, the Award Recipient engages in any activity in competition with any activity of CenturyTel or its subsidiaries (collectively, the “Company”), or inimical, contrary or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s employment service on the Board for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning removal of the terms Award Recipient from the Board for cause, (c) violation of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its businesspolicies, including including, without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; ’s xxxxxxx xxxxxxx policy or corporate compliance program, (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(cd) accepting employment after the date hereof with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee officer of the Company who was employed at any time during the Award Recipient’s tenure with service on the CompanyBoard, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “competitor”), except for (iA) any isolatedemployment, sporadic accommodation investment, service, assistance or other activity that is undertaken at the request or with the written permission of the CenturyTel Board of Directors or (B) any assistance of a competitor that is provided to a competitor, at its request, by in the ordinary course of the Award Recipient during Award Recipient’s tenure with the Company, but only if provided engaging in his or her principal occupation in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not assistance will neither harm the Company’s interests in any substantial manner or (ii) violate any other service or assistance that is provided at the request or with the written permission of the Award Recipient’s duties or responsibilities under the Company;
’s policies or applicable law, (de) disclosing or misusing any confidential information or material concerning the Company; or
, (ef) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the CenturyTel Board of Directors or (g) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salarydirectors fees, wagesreimbursements, reimbursements retirement payments, or other compensation, fringe compensation or benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee CenturyTel Board of Directors determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s 's employment by the Company or within 36 18 months after termination of employment, the Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s 's employment for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of the Award Recipient’s 's employment for “cause” within the meaning , (c) violation of the terms of Award Recipient’s employment agreementCompany's policies, if anyincluding, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code the Company's xxxxxxx xxxxxxx, ethics and corporate compliance policies and programs, (d) participating in the public reporting of Business Ethics and Conductany financial or operating result that was impacted by the participant's knowing or intentional fraudulent or illegal conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(ce) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the Award Recipient’s 's tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Award Recipient during the Award Recipient’s 's tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s 's interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company;
, (df) disclosing or misusing any confidential information or material concerning the Company; or
, (eg) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control not approved by the Board or (h) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i1) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii2) all unvested shares of Restricted Stock and contingent rights to receive Additional Shares shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
4.3 The Award Recipient may be released from the Award Recipient’s 's obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. 4.1 If at any time during Award Recipient’s your employment by Unit Corporation or one of its Affiliates, the Company or within 36 months after termination of employment, Award Recipient engages Committee determines that you have engaged in any activity in competition with any activity of the CompanyUnit Corporation or its Affiliates, or activity or conduct that is inimical, contrary or harmful to the interests of the CompanyUnit Corporation or its Affiliates, including but not limited to:
(a) conduct relating to Award Recipient’s your employment for which either criminal or civil penalties against Award Recipient you may be sought;
(b) conduct or activity that results in the termination of Award Recipient’s your employment for “cause” within the meaning because of the terms of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreementyour: (i) failure to abide by the Company’s your employer's rules and regulations governing the transaction of its business, including without limitation, its Code of Business Ethics and Conduct; (ii) inattention to duties, or the commission of acts within employment with the Company your employer amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company Unit Corporation or any of its Affiliates or committing any fraud against the Company Unit Corporation or any of its Affiliates or against any other person or entity in the course of employment with the CompanyUnit Corporation or any of its Affiliates; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company Unit Corporation or any of its Affiliates or to the benefits of which the Company Unit Corporation or any of its Affiliates is entitled; or (v) the commission of a felony or other crime involving moral turpitude.;
(c) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company Unit Corporation or any of its Affiliates who was employed at any time during Award Recipient’s your tenure with the CompanyUnit Corporation or any of its Affiliates, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any Unit Corporation of an of its lines of business Affiliates (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by Award Recipient you during Award Recipient’s your tenure with the CompanyUnit Corporation of an of its Affiliates, but only if provided in the good faith and reasonable belief that such action would benefit the Company Unit Corporation or any of its Affiliates by promoting good business relations with the competitor and would not harm the Company’s Unit Corporation or any of its Affiliates interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the CompanyUnit Corporation or any of its Affiliates;
(d) disclosing or misusing any confidential information or material concerning the CompanyUnit Corporation or any of its Affiliates; or
(e) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company Unit Corporation or any of its Affiliates engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the CompanyUnit Corporation or any of its Affiliates, or taking any other action that could reasonably be expected to injure the Company Unit Corporation or any of its Affiliates in its business relationships with any of the foregoing parties or result in any other detrimental effect on the CompanyUnit Corporation or any of its Affiliates; then the Company shall provide written notice SARs subject to the this Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on as of the date on which the Award Recipient breaches you breached this Section 4.1 14.(a) - (e) as determined by the Committee and (i) all shares you must return to Unit Corporation any Shares issued to you on your exercise of Common Stock acquired by SARs, (ii) if any of the Award Recipient pursuant to this Agreement (SARs or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if Shares issued on your exercise of SARs are no longer held by the Award Recipient, the Award Recipient shall in your possession you must pay to the CompanyUnit Corporation, without interest, all cash, securities or other assets received by the Award Recipient upon you on the sale or transfer of the SARs or such stock or securitiesShares, and (iiiii) all unvested shares of Restricted Stock SARs shall be forfeited.
4.2 (f) If the Award Recipient owes you owe any amount to under the Company under above subsections of this Section 4.1 above14, the Award Recipient acknowledges you acknowledge that the Company your employer may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company your employer owes the Award Recipient you from time to time for any reason (including without limitation amounts owed to the Award Recipient you as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company your employer elects to make any such set-off in whole or in part, if the Company your employer does not recover by means of set-off the full amount the Award Recipient owes you owe it, the Award Recipient you hereby agrees agree to pay immediately the unpaid balance to the Companyyour employer.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Samples: Stock Appreciation Rights Award Agreement (Unit Corp)
Forfeiture of Award. 4.1 If If, at any time during the Award Recipient’s 's employment by the Company or within 36 18 months after termination of employment, the Award Recipient engages in any activity in competition with any activity of the Company, or inimical, contrary or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s 's employment for which either criminal or civil penalties against the Award Recipient may be sought;
, (b) conduct or activity that results in the termination of the Award Recipient’s 's employment for “cause” within the meaning , (c) violation of the terms of Award Recipient’s employment agreementCompany's policies, if anyincluding, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business, including without limitation, its Code the Company's xxxxxxx xxxxxxx, ethics and corporate compliance policies and programs, (d) participating in the public reporting of Business Ethics and Conductany financial or operating result that was impacted by the participant's knowing or intentional fraudulent or illegal conduct; (ii) inattention to duties, or the commission of acts within employment with the Company amounting to negligence or misconduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(ce) accepting employment with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director or agent of, directly or indirectly soliciting or recruiting any employee of the Company who was employed at any time during the Award Recipient’s 's tenure with the Company, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “"competitor”"), except for (i) any isolated, sporadic accommodation or assistance provided to a competitor, at its request, by the Award Recipient during the Award Recipient’s 's tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s 's interests in any substantial manner or (ii) any other service or assistance that is provided at the request or with the written permission of the Company;
, (df) disclosing or misusing any confidential information or material concerning the Company; or
, (eg) engaging in, promoting, assisting or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control not approved by the Board or (h) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 engages in such activity and (i1) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii2) all unvested shares of Restricted Stock and contingent rights to receive Additional Shares shall be forfeited.
4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the . The Award Recipient acknowledges and agrees that the Company mayCompany's rights under this Section 4.1 supplement, and in no way limit, the Company's separate and independent rights or obligations to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed recover compensation paid to the Award Recipient as salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance pursuant to the Company's "clawback policy" or applicable requirements of federal law or regulations or listing standards.
4.3 The Award Recipient may be released from the Award Recipient’s obligations under Sections 4.1 and 4.2 above only if the Committee determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
Forfeiture of Award. Section 4.1 If If, at any time during the Award Recipient’s employment by 's tenure as a director of the Company or within 36 18 months after termination of employmentsuch tenure, the Award Recipient engages in any activity in competition with any activity of CenturyLink or its subsidiaries (collectively, the "Company"), or inimical, contrary contrary, or harmful to the interests of the Company, including but not limited to:
: (a) conduct relating to the Award Recipient’s employment 's service on the Board for which either criminal or civil penalties against the Award Recipient may be sought;
; (b) conduct or activity that results in the termination of Award Recipient’s employment for “cause” within the meaning removal of the terms Award Recipient from the Board for cause; (c) violation of Award Recipient’s employment agreement, if any, with the Company or if the Optionee is not subject to an employment agreement: (i) failure to abide by the Company’s rules and regulations governing the transaction of its business's policies, including including, without limitation, its Code of Business Ethics the Company's xxxxxxx xxxxxxx, ethics and Conductcompliance policies and programs; (iid) inattention to duties, participating in the public reporting of any financial or operating result that was impacted by the commission of acts within employment with the Company amounting to negligence participant's knowing or misconductintentional fraudulent or illegal conduct; (iii) misappropriation of funds or property of the Company or committing any fraud against the Company or against any other person or entity in the course of employment with the Company; (iv) misappropriation of any corporate opportunity, or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; or (v) the commission of a felony or other crime involving moral turpitude.
(ce) accepting employment after the date hereof with, acquiring a 5% or more equity or participation interest in, serving as a consultant, advisor, director director, or agent of, directly or indirectly soliciting or recruiting any employee officer of the Company who was employed at any time during the Award Recipient’s tenure with 's service on the CompanyBoard, or otherwise assisting in any other capacity or manner any company or enterprise that is directly or indirectly in competition with or acting against the interests of the Company or any of its lines of business (a “"competitor”"), except for (i) any isolatedemployment, sporadic accommodation investment, service, assistance, or assistance provided to a competitor, at its request, by Award Recipient during Award Recipient’s tenure with the Company, but only if provided in the good faith and reasonable belief that such action would benefit the Company by promoting good business relations with the competitor and would not harm the Company’s interests in any substantial manner or (ii) any other service or assistance activity that is provided undertaken at the request or with the written permission of the Board or (ii) any assistance of a competitor that is provided in the ordinary course of the Award Recipient engaging in his or her principal occupation in the good faith and reasonable belief that such assistance will neither harm the Company;
's interests in any substantial manner nor violate any of the Award Recipient's duties or responsibilities under the Company's policies or applicable law; (df) disclosing or misusing any confidential information or material concerning the Company; or
(eg) engaging in, promoting, assisting, or otherwise participating in a hostile takeover attempt of the Company or any other transaction or proxy contest that could reasonably be expected to result in a Change of Control (as defined in the Plan) not approved by the Board; or (h) making any statement or disclosing any information to any customers, suppliers, lessors, lessees, licensors, licensees, regulators, employees employees, or others with whom the Company engages in business that is defamatory or derogatory with respect to the business, operations, technology, management, or other employees of the Company, or taking any other action that could reasonably be expected to injure the Company in its business relationships with any of the foregoing parties or result in any other detrimental effect on the Company; , then the Company shall provide written notice to the Award Recipient of the Award Recipient’s violation of this Agreement, and the award (1) all unvested shares of Restricted Stock granted hereunder shall automatically terminate and be forfeited effective on the date on which the Award Recipient breaches this Section 4.1 first engages in such activity and (i2) all shares of Common Stock acquired by the Award Recipient pursuant to this Agreement upon vesting of the Restricted Stock hereunder after the date that precedes by one year the date on which the Award Recipient's tenure as a director of the Company terminated or the date the Award Recipient first engaged in such activity if no such termination occurs (or other securities into which such shares have been converted or exchanged) shall be returned to the Company or, if no longer held by the Award Recipient, the Award Recipient shall pay to the Company, without interest, all cash, securities securities, or other assets received by the Award Recipient upon the sale or transfer of such stock or securities, and (ii) all unvested shares of Restricted Stock shall be forfeited.
Section 4.2 If the Award Recipient owes any amount to the Company under Section 4.1 above, the Award Recipient acknowledges that the Company may, to the fullest extent permitted by applicable law, deduct such amount from any amounts the Company owes the Award Recipient from time to time for any reason (including without limitation amounts owed to the Award Recipient as salarydirectors fees, wagesreimbursements, reimbursements retirement payments, or other compensation, fringe compensation or benefits, retirement benefits or vacation pay). Whether or not the Company elects to make any such set-off in whole or in part, if the Company does not recover by means of set-off the full amount the Award Recipient owes it, the Award Recipient hereby agrees to pay immediately the unpaid balance to the Company.
Section 4.3 The Award Recipient may be released from the Award Recipient’s 's obligations under Sections 4.1 and 4.2 above only if the Committee Board determines in its sole discretion that such action is in the best interests of the Company.
Appears in 1 contract
