Forfeiture of Performance Units. Any Performance Units that remain unvested after the calculation of the cumulative TSR Goal or the average ROIC Goal for the Performance Period or after distribution in connection with a Change in Control (as set forth in Section 4 above) will be forfeited to and cancelled by the Company. In addition, except as set forth in Section 4, all unvested Performance Units will be forfeited and cancelled upon termination of your employment with the Company and its majority-owned subsidiaries for any reason unless the Performance Period in which the Performance Units are eligible to vest has been completed and the Compensation Committee has yet to certify that the Performance Goals have been achieved.
Forfeiture of Performance Units. Except as provided above, Performance Units which are not vested as of the date of your termination of employment with the Company for any reason shall, coincident therewith, terminate and be of no further force or effect. In the event that, while you are employed by the Company or are performing services for or on behalf of the Company under any consulting agreement, (a) you are convicted of (i) a felony or (ii) a misdemeanor involving fraud, dishonesty or moral turpitude, or (b) you engage in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company, as determined in the sole judgment of the Committee, then all Performance Units and all rights or benefits awarded to you under this Agreement shall be forfeited, terminated and withdrawn immediately upon (1) notice to the Committee of such conviction pursuant to (a) above or (2) final determination pursuant to (b) above by the Committee. The Committee shall have the right to suspend any and all rights or benefits awarded to you hereunder pending its investigation and final determination with regard to any such matters.
Forfeiture of Performance Units. If Grantee terminates service with the Company and its Subsidiaries prior to the Conversion Date for any reason other than as set forth in Section 2(c) or (d) hereof, then the Grantee shall, for no consideration, forfeit all Performance Units.
Forfeiture of Performance Units. Any and all Performance Units which have not become vested in accordance with Sections 6 or 7 hereof shall be forfeited and shall revert to the Company upon:
(i) the termination by the Grantee, the Company or its Subsidiaries of the Grantee’s employment for any reason other than those set forth in Sections 6.2 or 7.2 hereof prior to such vesting; or
(ii) the commission by the Grantee of an Act of Misconduct prior to such vesting.
Forfeiture of Performance Units. In the event of a termination of the Participant’s Service for Cause, all Performance Units that have not been earned prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and for no consideration. In the event of a termination of the Participant’s Service for any other reason (except as set forth in Section 4), all Performance Units that have not been earned prior to or in connection with such termination of Service shall be forfeited by the Participant thirty (30) days after the termination date, unless the Committee determines in its discretion to deem all or a portion of the Award earned. For the avoidance of doubt, no Performance Units may be earned during such thirty (30) day period unless expressly determined by the Committee in its discretion. Payment of Performance Units: Earned Performance Units shall be paid to the Participant in the form of Units as set forth in and subject to Section 5.
Forfeiture of Performance Units. Any Performance Units that remain unvested after the calculation of the cumulative EPS Goal or the cumulative TSR Goal for the EPS Performance Period and TSR Performance Period, respectively, or after distribution in connection with a Change in Control (as set forth in Section 4 above) will be forfeited to and cancelled by the Company. In addition, except as set forth in Section 4, all unvested Performance Units will be forfeited and cancelled upon termination of your employment with the Company and its majority-owned subsidiaries for any reason unless the EPS Performance Period or TSR Performance Period, a applicable, in which the Performance Units are eligible to vest has been completed and the Compensation Committee has yet to certify that the Performance Goals have been achieved.
Forfeiture of Performance Units. All Performance Units that have not previously vested shall be forfeited on the earlier to occur of the following dates:
(a) June 30, 2008; or
(b) the day following the Participant’s termination of employment with the Company for any reason, except as provided in Section 2 of this Agreement; or
(c) upon the date the Company determines the objectives set forth on Schedule 1 are not met.
Forfeiture of Performance Units. Subject to the terms of any agreement between the Grantee and the Company (including but not limited to an applicable employment agreement), if the Grantee’s Continuous Status as an Employee, Director or Consultant terminates for any reason prior to the last day of the Performance Period, the Grantee shall forfeit and have no further rights with respect to all Performance Units granted under this Award (whether or not vested), and the Company shall have no obligations with respect to any Performance Units granted under this Award (whether or not vested), including any obligation to make any payment with respect those Performance Units.
Forfeiture of Performance Units. Notwithstanding the provisions of Section 3 above all unvested Performance Units shall be forfeited if the Grantee ceases to be continuously employed by the Company at any time prior to the end of the Performance Period for any reason, unless the Grantee’s employment ceases following a Change in Control (as described below), because of Grantee’s death or permanent and total disability while in the employ of the Company, or because of Grantee's retirement on or after age 55 with at least 10 years of service:
(i) In the event that Grantee retires on or after age 55 with at least 10 years of service, dies or becomes permanently and totally disabled during the Performance Period, the Grantee (or his or her estate, as appropriate) will receive at the end of the Performance Period the percentage of Performance Units determined under Section 3 above, pro rated from the Commencement Date through the date of such retirement, death or disability based on the number of completed months of service during the Performance Period divided by 36.
(ii) In the event of a Change in Control, Performance Units will convert to time-based restricted stock units without pro-ration for the percentage of the Performance Period that has elapsed since the Commencement Date, as follows: • If the Change in Control occurs prior to the 18-month anniversary of the Commencement Date, then 100% of the Performance Units will convert to time-based restricted stock units; • If the Change in Control occurs after the 18-month anniversary of the Commencement Date, the conversion of Performance Units to time-based restricted stock units will be based on the Company's TSR with respect to the Peer Group from the Commencement Date to the date of the Change in Control; • The vesting of the time-based restricted stock units as so converted o will be accelerated if the Grantee is terminated by the Company or the continuing entity without Cause or if the Grantee voluntarily terminates employment with Good Reason within the 18-month period following the Change in Control; o will be accelerated at the Change in Control if awards are not assumed or replaced by the acquirer/continuing entity on terms deemed by the CMD Committee to be appropriate; and o will occur January 28, 2012 if vesting has not been accelerated as provided above.
Forfeiture of Performance Units
