Common use of Forfeiture of Option Gain Clause in Contracts

Forfeiture of Option Gain. (a) In the event that Optionee (1) breaches any provision of this Agreement; (2) breaches any provision of any agreement entered into by Optionee and the Company (an "Employment Agreement"); (3) is terminated for cause by the Company under the terms of any Employment Agreement or his or her engagement by the Company as a Consultant is terminated for cause; (4) accepts employment with or serves as a Consultant, advisor or in any other capacity to any employer that is in competition with or acting against the interests of the Company, including but not limited to employing or recruiting any present, former or future employee of the Company; (5) engages in any activity in competition with any activity of the Company, or in any activity that is contrary or harmful to the interests of the Company; or (6) discloses or misuses any confidential information or material concerning the Company, within twelve (12) months of Optionee exercising all or any part of the Option (a "Forfeiture Event"), then Optionee shall forfeit the Option Gain (hereinafter defined) and submit payment to the Company in the amount of the Option Gain within thirty (30) days of the Forfeiture Event. For purposes of this Section 4, "Option Gain" is defined as the gain represented by the mean market price of the Common Stock on the date of the exercise of any or all of the Option over the exercise price, multiplied by the number of shares Optionee purchased in the exercise of any or all of the Option, without regard to any subsequent market price decrease or increase. (b) In the event that Optionee does not pay the Company the Option Gain within thirty (30) days of the Forfeiture Event, the Company, in addition to any other remedies that the Company may have under this Agreement or applicable law, may deduct from any amounts the Company may owe to the Optionee (including, but not limited to, amounts owed to Optionee as wages or other compensation, fringe benefits, or vacation pay under an Employment Agreement), the amount that Optionee owes the Company for Option Gain under this Section 4. (c) Optionee may be released from the obligations under this Section 4 only if the Company's Compensation Committee of the Board of Directors determines in its sole discretion that such release is in the best interests of the Company.

Forfeiture of Option Gain. 3.1 If the Optionee engages in grossly negligent conduct or intentional misconduct that either (ai) In requires the event that Optionee (1) breaches Company’s financial statements to be restated at any provision time beginning on the Date of this Agreement; (2) breaches any provision of any agreement entered into by Optionee Grant and ending on the Company (an "Employment Agreement"); (3) is terminated for cause by the Company under the terms of any Employment Agreement or his or her engagement by the Company as a Consultant is terminated for cause; (4) accepts employment with or serves as a Consultant, advisor or in any other capacity to any employer that is in competition with or acting against the interests third anniversary of the Company, including but not limited to employing or recruiting any present, former or future employee end of the Company; final vesting date set forth in Section 1 or (5ii) engages results in any activity in competition with any activity an increase of the Company, or in any activity that is contrary or harmful to the interests value of the Company; or (6) discloses or misuses any confidential information or material concerning the Company, within twelve (12) months of Optionee exercising all or any part of the Option (a "Forfeiture Event")Options upon exercise, then Optionee shall forfeit the Option Gain (hereinafter defined) Committee, after considering the costs and submit payment benefits to the Company of doing so, may seek recovery for the benefit of the Company of the difference between the shares of Common Stock received upon exercise of the Options during the three-year period following such conduct and the shares of Common Stock that would have been received based on the restated financial statements or absent the increase described in part (ii) above (the “Excess Shares”). All determinations regarding the amount of the Option Gain within thirty (30) days Excess Shares shall be made solely by the Committee in good faith. 3.2 The Options granted hereunder are also subject to any clawback policies the Company may adopt in order to conform to the requirements of Section 954 of the Forfeiture Event. For purposes of this Section 4, "Option Gain" is defined as the gain represented Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any resulting rules issued by the mean market price of the Common Stock on the date of the exercise of any SEC or all of the Option over the exercise price, multiplied by the number of shares Optionee purchased in the exercise of any or all of the Option, without regard to any subsequent market price decrease or increasenational securities exchanges thereunder. (b) In 3.3 If the event Committee determines that Optionee does not pay owes any amount to the Company under Sections 3.1 or 3.2 above, Optionee shall return to the Company the Option Gain within thirty Excess Shares (30or the shares recoverable under Section 3.2) days of the Forfeiture Eventacquired by Optionee pursuant to this Agreement (or other securities into which such shares have been converted or exchanged) or, if no longer held by Optionee, Optionee shall pay to the Company, in addition to any without interest, all cash, securities or other remedies assets received by Optionee upon the sale or transfer of such shares. Optionee acknowledges that the Company may have under this Agreement or may, to the fullest extent permitted by applicable law, may deduct such amount owed from any amounts the Company may owe owes Optionee from time to the Optionee time for any reason (including, but not limited to, including without limitation amounts owed to Optionee as wages salary, wages, reimbursements or other compensation, fringe benefits, retirement benefits or vacation pay under an Employment Agreementpay). 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 that Optionee owes it, Optionee hereby agrees to pay immediately the Company for Option Gain under this Section 4. (c) Optionee may be released from the obligations under this Section 4 only if the Company's Compensation Committee of the Board of Directors determines in its sole discretion that such release is in the best interests of unpaid balance to the Company.

Forfeiture of Option Gain. (a) In the event that Optionee (1) breaches any provision of this Agreement; (2) breaches any provision of any agreement entered into by Optionee and the Company (an "Employment Agreement"); (3) is terminated for cause by the Company under the terms of any Employment Agreement or his or her engagement by the Company as a Consultant is terminated for causeAgreement; (4) accepts employment with or serves as a Consultantconsultant, advisor or in any other capacity to any employer that is in competition with or acting against the interests of the Company, including but not limited to employing or recruiting any present, former or future employee of the Company; (5) engages in any activity in competition with any activity of the Company, or in any activity that is contrary or harmful to the interests of the Company; or (6) discloses or misuses any confidential information or material concerning the Company, within twelve (12) months of Optionee exercising all or any part of the Option (a "Forfeiture Event"), then Optionee shall forfeit the Option Gain (hereinafter defined) and submit payment to the Company in the amount of the Option Gain within thirty (30) days of the Forfeiture Event. For purposes of this Section 4, "Option Gain" is defined as the gain represented by the mean market price of the Common Stock on the date of the exercise of any or all of the Option over the exercise price, multiplied by the number of shares Optionee purchased in the exercise of any or all of the Option, without regard to any subsequent market price decrease or increase. (b) In the event that Optionee does not pay the Company the Option Gain within thirty (30) days of the Forfeiture Event, the Company, in addition to any other remedies that the Company may have under this Agreement or applicable law, may deduct from any amounts the Company may owe to the Optionee (including, but not limited to, amounts owed to Optionee as wages or other compensation, fringe benefits, or vacation pay under an Employment Agreement), the amount that Optionee owes the Company for Option Gain under this Section 4. (c) Optionee may be released from the obligations under this Section 4 only if the Company's Compensation Committee of the Board of Directors determines in its sole discretion that such release is in the best interests of the Company.

Forfeiture of Option Gain. (a) In the event that Optionee (1) breaches any provision of this Agreement; (2) breaches any provision of any agreement entered into by Optionee and the Company (an "“Employment Agreement"”); (3) is terminated for cause by the Company under the terms of any Employment Agreement or his or her engagement by the Company as a Consultant is terminated for cause; (4) accepts employment with or serves as a Consultant, advisor or in any other capacity to any employer that is in competition with or acting against the interests of the Company, including but not limited to employing or recruiting any present, former or future employee of the Company; (5) engages in any activity in competition with any activity of the Company, or in any activity that is contrary or harmful to the interests of the Company; or (6) discloses or misuses any confidential information or material concerning the Company, within twelve (12) months of Optionee exercising all or any part of the Option (a "“Forfeiture Event"”), then Optionee shall forfeit the Option Gain (hereinafter defined) and submit payment to the Company in the amount of the Option Gain within thirty (30) days of the Forfeiture Event. For purposes of this Section 4, "“Option Gain" ” is defined as the gain represented by the mean market price of the Common Stock on the date of the exercise of any or all of the Option over the exercise price, multiplied by the number of shares Optionee purchased in the exercise of any or all of the Option, without regard to any subsequent market price decrease or increase. (b) In the event that Optionee does not pay the Company the Option Gain within thirty (30) days of the Forfeiture Event, the Company, in addition to any other remedies that the Company may have under this Agreement or applicable law, may deduct from any amounts the Company may owe to the Optionee (including, but not limited to, amounts owed to Optionee as wages or other compensation, fringe benefits, or vacation pay under an Employment Agreement), the amount that Optionee owes the Company for Option Gain under this Section 4. (c) Optionee may be released from the obligations under this Section 4 only if the Company's ’s Compensation Committee of the Board of Directors determines in its sole discretion that such release is in the best interests of the Company.