Common use of Forfeiture of Options Clause in Contracts

Forfeiture of Options. (a) If you (i) breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and your Confidential Information Protection Agreement) to which you are subject or (ii) engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the Option shall immediately terminate, the Options shall be forfeited and cease to be outstanding (and you shall be entitled to no further payments or benefits with respect thereto), and, if any Options were previously exercised, the Company may require you to forfeit or remit to the Company the after-tax net amount paid or received by you, in respect of such Options; provided, however, that (x) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4(a) and (y) in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct. (b) Notwithstanding the foregoing, unless the Committee determines otherwise, vested and unexercised Options shall automatically expire, and cease to be outstanding, on the earliest to occur of (i) the date of the termination of your employment for Cause, (ii) one year after your termination of employment due to death or permanent disability (as defined in the Company’s long-term disability plan applicable to you), (iii) the tenth anniversary of the Grant Date in the case of your CIC Termination; (iv) three months after the date of the termination of your employment if your employment terminates for any reason other than those set forth in clauses (i), (ii), and (iii); and (v) the tenth anniversary of the Grant Date.

Forfeiture of Options. (a) If Notwithstanding the foregoing, unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if the Vesting Date with respect to any Options awarded to you pursuant to this Award Agreement has not occurred prior to the earliest to occur of (i) the date on which your employment with the Company or any of its Subsidiaries terminates, (ii) the date on which you breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicitsolicit or confidentiality provisions, but does not include any non-disparagement provision set forth in Section 7(f) of your Employment Agreement or confidentiality provisionsotherwise) contained in any arrangements with the Company (including your Employment Agreement and your Confidential Information Protection Agreement) to which you are subject or and (iiiii) the date on which you engage in fraud or willful wilful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the Option such Options shall immediately terminate, the Options shall be forfeited and cease to be outstanding (and you shall be entitled to no further payments or benefits with respect thereto). Furthermore, andexcept as otherwise provided in your Employment Agreement, if any Options were previously exercisedin the event that the Company terminates your employment for Cause or you engage in conduct described in clause (ii) or (iii) of the immediately preceding sentence, the Company may may, (A) in the case of a termination for Cause, at any time up to six months after such termination, or (B) in the case of a violation of the restrictive covenants or engaging in fraud or willful misconduct, at any time up to six months after learning of such conduct, but in no event more than two years after you engage in such conduct, (x) terminate or cancel the Options, including any vested amounts thereof, (y) require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of such any Options the vesting of which was accelerated upon termination of your employment for any reason, and (z) require you to forfeit or remit to the Company any Shares (or the equivalent value in cash) required to be held by you under the Company’s Stock Ownership Guideline (subject, in the case of this Award Agreement and all other equity-based award agreements with the Company, to an aggregate maximum of four times your base salary, as in effect on the date of termination) and that were issued to you upon exercise of the Options; provided, however, that (x) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4(a) and (y) that, in cases where cure is possible, you shall first be provided a 15-day cure period to cease, cease and to cure, cure such conduct. (b) Notwithstanding the foregoing, unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement, vested and unexercised Options shall automatically expire, and cease to be outstanding, expire on the earliest to occur of (i) the date of the termination of your employment for Cause, (iii) one year after the date on which you breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non- solicit, non-disparagement or confidentiality provisions) contained in any arrangements of the Company (including your termination of employment due Employment Agreement) to death or permanent disability (as defined in the Company’s long-term disability plan applicable to you)which you are subject, (iii) the tenth anniversary date on which you engage in fraud or willful misconduct that materially contributes to any financial restatements or material loss to the Company or any of the Grant Date in the case of your CIC Termination; its Subsidiaries, and (iv) three months after the date of the termination of your employment if your employment terminates is terminated by the Company for any reason other than those set forth Cause or you resign voluntarily for any reason, subject, in clauses each case, to the provisions of the last sentence of Section 4(a) of this Award Agreement. (i)c) Notwithstanding any provision of this Award Agreement or your Employment Agreement to the contrary, (ii), and (iii); and (v) all Options shall automatically expire on the tenth anniversary of the Grant Date.

Forfeiture of Options. (a) If Notwithstanding the foregoing, unless the Committee determines otherwise, and except as otherwise provided in Section 3 of this Award Agreement, if the Vesting Date with respect to any Options awarded to you pursuant to this Award Agreement has not occurred prior to the earliest to occur of (i) date on which your employment with the Company or any of its Subsidiaries terminates, (ii) the date on which you breach any restrictive covenant (which, for the avoidance of doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements with the Company (including your Employment Agreement and your Confidential Information Protection Agreement) to which you are subject or and (iiiii) the date on which you engage in fraud or willful misconduct that contributes materially to any financial restatement or material loss to the Company or any of its Subsidiaries, your rights with respect to the Option such Options shall immediately terminate, the Options shall be forfeited and cease to be outstanding (and you shall be entitled to no further payments or benefits with respect thereto. Furthermore, in the event that the Company terminates your employment for Cause or you engage in conduct described in clause (ii) or (iii), andthe Company, if at any Options were previously exercisedtime up to six months after such termination or learning of such conduct, as applicable, may terminate or cancel the Company may Options, including any vested amounts thereof, and require you to forfeit or remit to the Company any amount payable, or the after-tax net amount paid or received by you, in respect of such any Options; provided, however, that (x) the Company shall make such demand that you forfeit or remit any such amount no later than six months after learning of the conduct described in this Section 4(a) and (y) that, in cases where cure is possible, you shall first be provided a 15-day cure period to cease, and to cure, such conduct. (b) Notwithstanding the foregoing, unless the Committee determines otherwise, vested and unexercised Options shall automatically expire, and cease to be outstanding, expire on the earliest to occur of (i) the date of the termination of your employment for Cause, (ii) one year after your termination the date on which you breach any restrictive covenant (which, for the avoidance of employment due doubt, includes any non-compete, non-solicit, non-disparagement or confidentiality provisions) contained in any arrangements of the Company to death or permanent disability (as defined in the Company’s long-term disability plan applicable to you)which you are subject, (iii) the tenth anniversary date on which you engage in fraud or willful misconduct that materially contributes to any financial restatements or material loss to the Company or any of the Grant Date in the case of your CIC Termination; its Subsidiaries, and (iv) three months after the date of the termination of your employment if your employment terminates for any reason other than those set forth by the Company for Cause, subject to the provisions of the last sentence of Section 4(a) of this Award Agreement. 2 Note to Draft: This language only included in clauses award agreements for employees who have anticipatory Change of Control rights in employment agreement. (i)c) Notwithstanding any provision of this Award Agreement to the contrary, (ii), and (iii); and (v) all Options shall automatically expire on the tenth anniversary of the Grant Date.