Forfeiture of Compensation. In the event Executive breaches any of the non-disclosure or restrictive covenant provisions of Sections 8 or 9 of this Agreement, Executive immediately shall (a) forfeit his right to receive (and the Company shall no longer be obligated to pay) any severance compensation under this Agreement, (b) forfeit the stock options and/or other rights granted under the National City Bancshares, Inc. 1999 Stock Option and Incentive Plan, the Integra Bank Corporation 2003 Stock Option and Incentive Plan and any other stock option or equity compensation plans of the Company, regardless whether such options or rights are vested, unvested, exercisable or unexercisable, (c) disgorge and repay to the Company any gross profits realized from the exercise of any of the stock options under the National City Bancshares, Inc. 1999 Stock Option and Incentive Plan, the Integra Bank Corporation 2003 Stock Option and Incentive Plan and any other stock option or equity compensation plans of the Company at any time during the two (2) year period immediately preceding such breach, and (d) disgorge and repay to the Company an amount equal to the market value of any restricted stock of the Company that vested to Executive at any time during the two (2) year period immediately preceding such breach. The Company and Executive acknowledge and agree that the foregoing remedies are in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to Company in connection with Executive's breach or threatened breach, of any non-disclosure or restrictive covenant provision set forth in Sections 8 and 9 of this Agreement.
Forfeiture of Compensation. In the event Employee breaches any of the non-disclosure or restrictive covenant provisions of this Agreement, Employee immediately shall (a) forfeit his or her right to receive (and the Company shall no longer be obligated to pay) any severance compensation under this Agreement, and (b) forfeit any unexercised stock options and/or other rights granted under any stock option or equity compensation plans of the Company, whether or not they are then exercisable, notwithstanding anything to the contrary in the agreements evidencing such stock options or other equity compensation rights. The Company and Employee acknowledge and agree that the foregoing remedies are in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to Company in connection with Employee’s breach or threatened breach, of any non-disclosure or restrictive covenant provision set forth in this Agreement.
Forfeiture of Compensation. Executive acknowledges and agrees that if Executive breaches of any of the non-disclosure or restrictive covenant provisions set forth in Sections 8 and/or 9 of this Agreement, then in such event Executive will have forfeited his right to receive, and the Company shall have the right immediately and permanently to discontinue payment of, any severance compensation that would otherwise be payable to Executive under Section 7.4, Section 7.5 or Section 7.7 of this Agreement without any recourse by Executive. The Company and Executive acknowledge and agree that such remedy is in addition to, and not in lieu of, any and all other legal and/or equitable remedies that may be available to the Company in connection with Executive’s breach or threatened breach, of any non-disclosure or restrictive covenant provision set forth in Sections 8 and 9 of this Agreement.
Forfeiture of Compensation. To the extent required by applicable law: If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Executive knowingly or grossly negligently engaged in the misconduct, or if the Executive, despite having actual knowledge of such misconduct, failed to inform the CEO, CFO, COO or Board of Directors of such misconduct within a reasonable period, or if the Executive is one of the individuals subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, the Executive shall reimburse the Company the amount of any paid compensation earned or accrued during the twelve-(12-)month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
Forfeiture of Compensation. In the event that Employee's employment -------------------------- hereunder shall be terminated pursuant to subparagraph 2(a), (b), (c) or (d) hereof, the Company shall have no obligation to pay to Employee any further compensation or other payments under this Agreement, and Employee shall forfeit the same.
Forfeiture of Compensation. If the Company is required to restate its financial statements and the Board, in its sole discretion, determines that (i) the need for the restatement was caused by fraud or misconduct, (ii) the payment of or entitlement to payment of Xxxxxx’x Annual Bonus and/or long-term cash or equity incentives was based on the achievement of financial results that were subsequently restated, (iii) a smaller or no payment would have been made to Xxxxxx had the financial results been properly reported, and (iv) it is appropriate that the Company recoup all or a portion of the amounts described in clause (ii), then Xxxxxx shall be required to repay to the Company or shall forfeit, as the case may be, such portion of the amounts described in clause (ii) and/or profits realized on the sale by Xxxxxx, during the 12-month period after public issuance of the incorrect financial statements, of Company securities issued as equity incentives as the Board, in its sole discretion, shall determine. In addition to any other remedy available to the Company under applicable law, the Company shall have the right to offset any other amounts payable to Xxxxxx, under this Employment Agreement or otherwise, by the amount of any required repayment by Xxxxxx which has not been repaid.
Forfeiture of Compensation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, if the Executive knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct, or if the Executive is one of the individuals subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, the Executive shall reimburse the Company the amount of any paid compensation earned or accrued during the twelve-(12-)month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever just occurred) of the financial document embodying such financial reporting requirement.
Forfeiture of Compensation. The provisions of Sections 6 and 7 notwithstanding, if Executive willfully and materially fails to substantially comply with any restrictive covenant under this Section 10 or willfully and materially fails to substantially comply with any material obligation under this Agreement, Executive shall be obligated promptly to refund the severance payments and benefits received by Executive pursuant to Sections 6 and 7, with any equity awards for which the vesting was accelerated as a result of Executive’s termination of employment and which remain outstanding to be forfeited by the Executive and for any equity awards for which vesting was accelerated as a result of Executive’s termination of employment but which the Executive no longer retains (including any shares acquired upon the vesting of equity awards), the value to be repaid to be determined based on the fair market value of such equity awards or shares as of the date of termination. The Employers may take appropriate legal action to seek to recover any severance payments and benefits from Executive or his estate. Notwithstanding the foregoing, Executive shall not be required to repay Executive severance payments and benefits unless and until there shall have been delivered to him, within six months after the Boards (i) had knowledge of conduct or an event allegedly constituting grounds for such forfeiture and (ii) had reason to believe that such conduct or event could be grounds for such forfeiture, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Boards (excluding Executive) at a meeting of the Boards called and held for such purpose (after giving Executive reasonable notice specifying the nature of the grounds for such forfeiture and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard before the Boards) finding that, in the good faith opinion of the Boards, Executive has engaged and continues to engage in conduct set forth in this Section 10 which constitutes grounds for forfeiture of Executive’s severance payments and benefits.
Forfeiture of Compensation. EMPLOYEE agrees that if EMPLOYEE has breached any of the covenants set forth in Section 7 at any time, the EMPLOYER shall have the right, notwithstanding anything herein to the contrary, to discontinue any or all amounts otherwise payable to EMPLOYEE hereunder. Such termination of employment or discontinuance of payments shall be in addition to and shall not limit any and all other rights and remedies that the EMPLOYER may have against EMPLOYEE.
Forfeiture of Compensation. If CONTRACTOR claims compensation under this CONTRACT for WORK done by CONTRACTOR or any SUBCONTRACTOR of any tier:
(i) on another project which may be simultaneously ongoing on NATIONAL's premises, or
(ii) which is not within the SCOPE OF WORK, such WORK shall be deemed to be falsely identified by CONTRACTOR and CONTRACTOR agrees to forfeit to NATIONAL any and all compensation and/or claims for compensation for such falsely identified WORK, said forfeited amount being agreed upon liquidated damages due to NATIONAL and not a penalty; provided, however, that this forfeiture provision shall not apply to WORK performed under an Extra Work Authorization issued pursuant to Section 11 (CHANGES) hereof which covers WORK performed on the PROJECT but outside the initial SCOPE OF WORK if such Extra Work Authorization clearly indicates that the SCOPE OF WORK is being modified by it.
