Common use of Forfeiture of Restricted Share Units Clause in Contracts

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter Agreement”)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below. For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable shall be immediately forfeited.

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter Agreement”)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below. For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable shall be immediately forfeited.

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter Agreement”)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below. For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Any of the Restricted Share Units that remain forfeitable in accordance with Section 4 shall be forfeited on the date that the Committee determines that such Restricted Share Units shall be forfeited under the circumstances described in Section 17(g) of the Plan. (c) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (cd) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable shall be immediately forfeited.

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units shares becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) such amounts shall become fully nonforfeitable if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement Letter Agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 from time to time (the “Letter Agreement”)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below). For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination Any of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable remain forfeitable in accordance with Section 4 shall be immediately forfeitedforfeited on the date that the Committee determines that such Restricted Share Units shall be forfeited under the circumstances described in Section 17(g) of the Plan.

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) such amounts shall become fully nonforfeitable if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter Agreement”)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below). For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination Any of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable remain forfeitable in accordance with Section 4 shall be immediately forfeitedforfeited on the date that the Committee determines that such Restricted Share Units shall be forfeited under the circumstances described in Section 17(g) of the Plan.

Forfeiture of Restricted Share Units. In the event that your Service terminates for any reason (a) Except except in the limited cases of death, Disability or Retirement as otherwise described in this Section 5above), any you will forfeit to the Company all of the Restricted Share Units subject to this grant that remain forfeitable have not yet vested. In the event you should take actions in accordance with Section 4 hereof violation or breach of the covenants set forth on Exhibit A, the Company has the right to cause an immediate forfeiture of (i) the Restricted Share Units related to this Agreement, including vested Restricted Share Units that have not yet settled (ii) any Common Shares you own that were received upon settlement of Restricted Share Units under this Agreement if the vesting of such Restricted Share Units was within one year of the breach, and (iii) any proceeds received by you upon the sale of any Common Shares received upon settlement of Restricted Share Units under this Agreement if the vesting of such Restricted Share Units was within one year of the breach. Leaves of Absence For purposes of these Restricted Share Units, your Service does not terminate when you go on a bona fide employee leave of absence that the Company approves in writing if the terms of the leave provided for continued Service crediting or when continued Service crediting is required by Applicable Law or contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employment. The Company, in its sole discretion, determines which leave counts for these purposes and when your Service terminates for all purposes under the Plan. Delivery In the event you become vested in all or a portion of the Restricted Share Units under this Agreement, the Restricted Share Units shall be forfeited if Grantee ceases for settled by delivery of the Common Shares in respect of each Restricted Share Unit as soon as administratively practicable following the date the Restricted Share Units vest pursuant to the Vesting Schedule set forth on the cover sheet of this Agreement or pursuant to the accelerated vesting provisions under this Agreement, but in no event later than thirty (30) days after the applicable vesting date. Evidence of Issuance The issuance of the Common Shares with respect to the Restricted Share Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or issuance of one or more share certificates. Withholding In the event that the Company determines that any reason federal, state, local, or foreign tax or withholding payment is required relating to this grant of Restricted Share Units, the issuance of Common Shares with respect to this grant, or the payment of dividends, the Company will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the Common Shares to be employed delivered in connection with the Restricted Share Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company, or (iv) withhold the delivery of vested Common Shares otherwise deliverable under this Agreement to meet such obligations; provided that the Common Shares so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Law. Retention Rights The Agreement and the grant of the Restricted Shares Units do not give you the right to be retained by the Company or a Subsidiary any Affiliate in any capacity. Unless otherwise specified in any employment or other written agreement between you and the Company or any Affiliate, the Company and any Affiliate reserve the right to terminate your Service at any time prior to such units becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time and for any reason. Shareholder Rights You have no rights as a shareholder of the cessation Company with respect to the Restricted Share Units unless and until the Common Shares relating to the Restricted Share Units have been issued and either a certificate evidencing the Common Shares has been issued or an appropriate entry has been made on the Company’s books. Notwithstanding the foregoing, with respect to Restricted Share Units that remain subject to performance vesting conditions, you shall be entitled to receive Dividend Equivalents in respect of each Restricted Share Unit that is earned upon satisfaction of all performance vesting conditions, if any, pursuant to this Agreement or the Grantee’s employment; providedPlan. Specifically, however, that (i) if the Grantee’s employment terminates Company declared a regular cash dividend on the Common Shares during the period commencing on the Grant Date and ending on a date on which the performance vesting conditions are satisfied (each such period, a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter AgreementDividend Equivalent Period”)) on or prior , you shall be entitled to receive Dividend Equivalents in an amount equal to the date that is six months after the date of grant, a number of Restricted Share Units that are earned upon satisfaction of the performance vesting conditions multiplied by the amount of the cash dividend per Common Share declared during the Dividend Equivalent Period, as if you had held a number of Common Shares equal to 50% of the number of Performance Earned earned Restricted Share Units determined on such date as of each dividend record date during the Dividend Equivalent Period. Any such Dividend Equivalents relating to your earned Restricted Share Units shall be payable in accordance with Exhibit A cash at the time they are earned, less applicable withholding taxes. You shall become fully nonforfeitablehave no right to receive any Dividend Equivalents on Restricted Share Units that are not earned. With respect to Restricted Shares Units that are earned upon satisfaction of performance vesting conditions but remain subject to time vesting conditions, and (ii) if the Grantee’s employment terminates under circumstances constituting Company declares a Qualifying Termination following regular cash dividend on the date that is six months after Common Shares during any period, you shall be entitled to receive Dividend Equivalents in an amount equal to the Date of Grant, a number of Restricted Share Units held on the record date for such dividend multiplied by the amount of the cash dividend per Common Share declared, as if you had held a number of Common Shares equal to 100% of the number of Performance Earned Restricted Share Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of dividend record date. Any such Dividend Equivalents relating to your Restricted Share Units shall be payable in cash at the number of Performance Earned same time as the Common Shares underlying the Restricted Share Units, less applicable withholding taxes. The Restricted Share Units and will be subject to Section 5(c) below. For the purposes terms of this Agreementany applicable agreement of merger, liquidation, or reorganization in the Grantee’s employment with event that the Company or a Subsidiary shall not be deemed is subject to have been interrupted, and Grantee shall not be deemed such corporate activity. Clawback The Restricted Share Units are subject to have ceased mandatory repayment by you to be an employee of the Company to the extent you are, or a Subsidiaryin the future become, by reason of subject to (i) the transfer Company’s Executive Officer Performance-Based Compensation Recovery Policy, as may be amended, or any similar policy effective as of Grantee’s employment among the Company and its SubsidiariesGrant Date, (ii) an approved leave any other Company “clawback” or recoupment policy that is adopted to comply with the requirements of absence of not more than 90 daysany applicable law, rule, or regulation, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule, or contract regulation. Applicable Law The validity and construction of the Agreement will be governed by, and construed and interpreted in accordance with, applicable federal law and the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Agreement to Grantee’s employment with the substantive laws of any other jurisdiction. Notwithstanding the foregoing, the validity and construction of Exhibit A will be governed by, and construed and interpreted in accordance with, applicable federal law and the laws of the jurisdiction that is your principal place of employment. The Plan The text of the Plan is incorporated into the Agreement. Certain capitalized terms used in the Agreement are defined in the Plan and have the meaning set forth in the Plan. The Agreement and the Plan constitute the entire understanding between you and the Company regarding the Restricted Share Units. Any prior agreements, commitments, or any Subsidiary. (b) Prior negotiations concerning the Restricted Share Units are superseded except to the occurrence extent such agreement expressly provides that it supersedes the terms of this Agreement. Data Privacy To administer the Plan, the Company may collect personal data about you. This data includes information provided in the Agreement, any changes to such information, and other personal and financial data about you, including your contact information and payroll information, for the purposes of facilitating the administration of the Plan. Disclaimer of Rights The grant of Restricted Share Units under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third-party trustee or otherwise hold any amounts in trust or escrow for payment to you. You will have no rights under this Agreement or the Plan other than those of a Change in Control, the Committee may, at any time between the determination of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members general unsecured creditor of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all . Restricted Share Units that are (as a result represent unfunded and unsecured obligations of the Company, subject to the terms and conditions of the Plan and this Agreement. Code Section 409A The grant of Restricted Share Units under this Agreement is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in this Agreement, neither the Company, any Affiliate, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither the Company, any Affiliate, the Board, nor the Committee will have any liability to you for such determination) no longer capable tax or penalty. By signing the Agreement, you agree to all of becoming nonforfeitable shall be immediately forfeited.the terms and conditions described above and in the Plan. Attachment

Forfeiture of Restricted Share Units. (a) Except as otherwise described in this Section 5, any of the Restricted Share Units that remain forfeitable in accordance with Section 4 hereof shall be forfeited if Grantee ceases for any reason to be employed by the Company or a Subsidiary at any time prior to such units shares becoming nonforfeitable in accordance with Section 4 hereof, unless the Committee determines to provide otherwise at the time of the cessation of the Grantee’s employment; provided, however, that (i) such amounts shall become fully nonforfeitable if the Grantee’s employment terminates (a “Qualifying Termination”) on account of his death or Disability, or if his employment is terminated by the Company without Cause or by the Grantee for Good Reason (each term as defined in the letter agreement between Grantee and the Company, dated as of May 8, 2007Letter Agreement, as amended on November 27, 2007, December 26, 2008 and September 1, 2009 (the “Letter Agreement”from time to time)) on or prior to the date that is six months after the date of grant, a number of Restricted Share Units equal to 50% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, and (ii) if the Grantee’s employment terminates under circumstances constituting a Qualifying Termination following the date that is six months after the Date of Grant, a number of Restricted Share Units equal to 100% of the number of Performance Earned Units determined in accordance with Exhibit A shall become fully nonforfeitable, in either case, as of the date of determination of the number of Performance Earned Units and subject to Section 5(c) below. For the purposes of this Agreement, the Grantee’s employment with the Company or a Subsidiary shall not be deemed to have been interrupted, and Grantee shall not be deemed to have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the transfer of Grantee’s employment among the Company and its Subsidiaries, (ii) an approved leave of absence of not more than 90 days, or (iii) the period of any leave of absence required to be granted by the Company under any law, rule, regulation or contract applicable to Grantee’s employment with the Company or any Subsidiary. (b) Prior to the occurrence of a Change in Control, the Committee may, at any time between the determination Any of the Performance-Earned Amount and the Vesting Date, exercise negative discretion to reduce the Performance-Earned Amount, but only based on a determination by the Committee in good faith that the Performance-Earned Amount calculated pursuant to Exhibit A was inflated by excessive risk taking or other manipulative conduct by the Grantee or other members of the Company’s management team intended to increase the Performance-Earned Amount. (c) Upon the final determination of Performance-Earned Amount contemplated by Exhibit A, all Restricted Share Units that are (as a result of such determination) no longer capable of becoming nonforfeitable remain forfeitable in accordance with Section 4 shall be immediately forfeitedforfeited on the date that the Committee determines that such Restricted Share Units shall be forfeited under the circumstances described in Section 17(g) of the Plan.