Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. (b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Cable One, Inc.), Restricted Stock Award Agreement (Cable One, Inc.)
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the applicable Vesting Date, your rights with respect to the any Restricted Shares shall immediately terminate, and awarded to you will be entitled that have not become vested prior to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares date of termination shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 2 contracts
Samples: Restricted Stock Award Agreement (Cable One, Inc.), Restricted Stock Award Agreement (Cable One, Inc.)
Forfeiture of Restricted Shares. (a) Unless If, during the Committee determines otherwisePerformance Period, and except as otherwise provided in Section 3Employee shall cease to be employed by the Company due to a termination by the Company for Cause or termination by Employee for any reason other than death, if your employment terminates prior Disability or retirement on or after attaining age 65, Employee shall immediately forfeit to the Vesting DateCompany all Restricted Shares that have not previously vested pursuant to either Section 3(b), your Section 3(c) or Section 5, without any consideration paid to Employee, and, thereafter, Employee shall have no further rights with respect to such forfeited Restricted Shares. If Employee’s employment with the Company terminates during the Performance Period by reason of Employee’s death, Disability or retirement on or after attaining age 65, Employee shall remain eligible to earn those Restricted Shares shall immediately terminatethat have, and you will be entitled prior to no further payments or benefits with respect thereto. Furthermorethe date of such termination, unless become available to vest pursuant to Section 3(a), upon the Committee determines otherwise, and except Company achieving the Performance Goal as otherwise provided in Section 33(b); provided, if the Committee determines on the Determination Date however, that the Performance Goal has all remaining Restricted Shares that have not been achieved, your rights with respect become available to vest by such date shall be immediately forfeited by Employee to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect theretoCompany.
(b) Notwithstanding anything to If, at the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor end of the Performance Period, Employee has remained continuously employed by Company and its Affiliates that is acceptable during the Performance Period, but Company has failed to achieve the CompanyPerformance Goal, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to timethen, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining have not previously vested pursuant to Section 5 below, Employee shall immediately forfeit to the Company all Restricted Shares, as applicablewithout consideration paid to Employee and, thereafter, Employee shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining have no further rights with respect to such Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3your Employment Agreement, if your employment terminates rights with respect to any Restricted Shares awarded to you pursuant to this Award Agreement have not become vested prior to the Vesting Datedate on which your employment with the Company and its Affiliates terminates, your rights with respect to the such Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. FurthermoreFor the purposes of any provisions of your employment agreement that specify the treatment of this Award upon your death, unless incapacity or disability, involuntary termination without cause, termination with good reason or expiration of the Committee determines otherwise, and except as otherwise provided full term of such agreement or upon a change in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achievedcontrol (or similar event), your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in under this Award Agreementshall be determined consistent with the terms of your employment agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenantsany performance criteria or goals with respect to this Award referred to in your employment agreement shall be deemed waived pro rata on each Vesting Date provided in this Award Agreement (or on any accelerated vesting schedule provided in your employment agreement) (and, where applicable, such criteria shall be deemed to have been achieved at “target” level) and (ii) you engage in any conduct constituting Causeinstances where your right to receive or exercise this Award in whole or in part is conditioned upon the completion of a performance period, that (iiix) a “Forfeiture Event” the four year vesting period hereunder shall be treated as the performance period referred to in your employment agreement and (as defined in y) the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 determination of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion treatment of this Award from shall be done promptly following your death, incapacity or disability, involuntary termination without cause or termination with good reason or promptly following such change in control (or similar event) rather than at the end of such performance period (and after a Change to avoid any double-counting, any part of Controlthis Award that has vested in accordance with this Award Agreement shall be credited against any part of this Award that you shall be entitled to receive or exercise pursuant to such determination).
Appears in 1 contract
Samples: Restricted Share Award Agreement (DreamWorks Animation SKG, Inc.)
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that you (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) engage in fraud or wilful misconduct contributing to any financial restatements or irregularities or a “Forfeiture Event” (as defined in material loss to the Clawback Policy) with respect to you occurs Company or its Affiliates or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law) (any of the events described in the foregoing clauses (i)-(iv), a “Forfeiture Event”), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you acknowledge and agree to disgorge to the Company all net after-tax amounts that you have realized or received in respect of this Award, including all on the sale or transfer of Shares in respect of Restricted Shares or Remaining Restricted (or, in the case of any transfer for less than the Fair Market Value of such Shares, as applicable, you will disgorge to the Company an amount equal to the Fair Market Value of such Shares) and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined Award, in each case, to the extent realized or received in the Clawback Policy) granted, paid, delivered, awarded 12 months before or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares12 months after such Forfeiture Event. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the applicable Vesting Date, your rights with respect to the any Restricted Shares shall immediately terminate, and awarded to you will be entitled that have not become vested prior to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares date of termination shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (ai) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(bii) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that you (iA) you violate the Restrictive Covenants, (iiB) you engage in any conduct constituting Cause, (iiiC) engage in fraud or wilful misconduct contributing to any financial restatements or irregularities or a “Forfeiture Event” (as defined in material loss to the Clawback Policy) with respect to you occurs Company or its Affiliates or (ivD) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law) (any of the events described in the foregoing clauses (A)-(D), a “Forfeiture Event”), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you acknowledge and agree to disgorge to the Company all net after-tax amounts that you have realized or received in respect of this Award, including all on the sale or transfer of Shares in respect of Restricted Shares or Remaining Restricted Shares, as applicableapplicable (or, in the case of any transfer for less than the Fair Market Value of such Shares, you will disgorge to the Company an amount equal to the Fair Market Value of such Shares) and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined Award, in each case, to the extent realized or received in the Clawback Policy) granted, paid, delivered, awarded 12 months before or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time12 months after such Forfeiture Event. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b5(ii) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
Appears in 1 contract
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award the Merger Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) Stock Award Agreement or (iii)any other agreement, you must sign a customary release of claims in favor of the Company Executive hereby irrevocably and its Affiliates that is acceptable to the Company, unconditionally waives and such release must become effective relinquishes any and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights and claims that the Executive has or would otherwise have to any unvested Restricted Shares vest in or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) receive payment with respect to you occurs or the number of “First Tranche” and “Second Tranche” Restricted Shares (iv“Forfeited Restricted Shares”) you that would otherwise violate vest as of the Clawback Policy or any other recoupment or clawback policy adopted by Closing Date pursuant to the Company, as may be amended from time to time, Restricted Stock Agreement and Merger Agreement to the extent necessary to address reduce the requirements of applicable law (including Section 954 total payments and benefits the Executive is or would otherwise be entitled to receive as of the Xxxx-Xxxxx Xxxx Street Reform Closing Date that are contingent upon the Merger within the meaning of the Code 280G Rules (the “Potential Parachute Payments”), such that no portion of the Potential Parachute Payments would be an “excess parachute payment” (within the meaning of the Code 280G Rules) and Consumer Protection Act subject to an excise tax imposed by Code Section 4999 or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (an “Excise Tax”). In applying the foregoing, the Potential Parachute Payments subject to reduction in accordance with this Section 1(a) shall be only those payments and benefits that the Executive is or would otherwise be entitled to receive as of 2010the Closing Date, but the payments and benefits that may be regarded as “excess parachute payments” (within the meaning of the Code 280G Rules) shall be determined based on the payments and benefits contingent on the Merger which are due to the Executive through the Closing Date, or which the parties hereto otherwise expect, as codified in Section 10D of the Exchange Actdate hereof, will be made to him in the future.
(b) For purposes of this Section 304 1, the number of Forfeited Restricted Shares shall be determined by dividing (x) the Merger Consideration into (y) the sum of (i) the excess of the Xxxxxxxx-Xxxxx Act Potential Parachute Payments over three times the Executive’s “base amount” (within the meaning of 2002 or any other applicable lawthe Code 280G Rules), all outstanding vested or unvested plus (ii) one hundred dollars ($100).
(c) As of the date of this Agreement, based on an analysis conducted by PricewaterhouseCoopers LLP assuming a Closing Date of July 20, 2011, the Company and the Executive anticipate that the number of Forfeited Restricted Shares and Remaining will be 242,588. The actual number of Forfeited Restricted Shares, as applicable, Shares shall be forfeited determined giving effect to the Closing Date and canceled. In additionmay differ from the anticipated number provided in the preceding sentence; however, you acknowledge and agree neither party expects that this Award, including all the actual number of Forfeited Restricted Shares or Remaining Restricted Shares, as applicablewill materially deviate from such number, and such expectation is a material basis of this Agreement.
(d) The Forfeited Restricted Shares shall be cancelled immediately prior to the Effective Time and for purposes of the Merger Agreement shall not be outstanding as of the Effective Time, and the Executive shall not be entitled to receive any dividend amounts paid pursuant to Section 6 or, following payment under the Vesting Date, Merger Agreement or otherwise in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Forfeited Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
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Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting DateParagraph 7 and 8, your rights with in respect to the of all of your Restricted Shares immediately shall be forfeited, such Shares immediately terminateshall be returned to GS Inc. and this Award immediately shall be cancelled, and if, before the Transferability Date:
(a) you will be entitled attempt to no further payments have any dispute under the Plan or benefits with respect thereto. Furthermore, unless this Award Agreement resolved in any manner that is not provided for by Paragraph 13 or Section 3.17 of the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.Plan;
(b) Notwithstanding anything to the contrary in this Award Agreementany event that constitutes Cause has occurred;
(c) (A) you, in any manner, directly or indirectly, (1) Solicit any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the event Firm, (2) interfere with or damage (or attempt to interfere with or damage) any relationship between the Firm and any Client, (3) Solicit any person who is an employee of the Firm to resign from the Firm or to apply for or accept employment with any Competitive Enterprise or (4) on behalf of yourself or any person or Competitive Enterprise hire, or participate in the hiring of, any Selected Firm Personnel or identify, or participate in the identification of, Selected Firm Personnel for potential hiring, whether as an employee or consultant or otherwise, or (B) Selected Firm Personnel are Solicited, hired or accepted into partnership, membership or similar status (1) by a Competitive Enterprise that you incur form, that bears your name, in which you are a termination of employment partner, member or have similar status, or in which you possess or control greater than a de minimis equity ownership, voting or profit participation or (2) by any Competitive Enterprise where you have, or are intended to have, direct or indirect managerial or supervisory responsibility for such Selected Firm Personnel;
(d) you fail to certify to GS Inc., in accordance with procedures established by the Company without Cause Committee, that you have complied, or due the Committee determines that you in fact have failed to Disability or by you for Good Reasoncomply, in order for with all the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy Plan and this Award Agreement. On the Transferability Date, you shall be deemed to have represented and certified that you have complied with all the terms and conditions of the Plan and this Award Agreement;
(e) the Committee determines that you failed to meet, in any respect, any obligation you may have under any agreement between you and the Firm, or any agreement entered into in connection with your Employment with the Firm, including, without limitation, the Firm’s notice period requirement applicable to you, any offer letter, employment agreement or any shareholders’ agreement to which other recoupment or clawback policy adopted by similarly situated employees of the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(bFirm are a party; or
(f) will cease to be effective as a basis for forfeiture, clawback or recoupment result of any portion action brought by you, it is determined that any of the terms or conditions for the expiration of the Transfer Restrictions with respect to this Award from and after a Change of Controlare invalid.
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Samples: Restricted Stock Award Agreement (Goldman Sachs Group Inc/)
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the applicble Vesting Date, your rights with respect to the any Restricted Shares shall immediately terminate, and awarded to you will be entitled that have not become vested prior to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares date of termination shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that you (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) engage in fraud or wilful misconduct contributing to any financial restatements or irregularities or a “Forfeiture Event” (as defined in material loss to the Clawback Policy) with respect to you occurs Company or its Affiliates or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law) (any of the events described in the foregoing clauses (i)-(iv), a “Forfeiture Event”), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you acknowledge and agree to disgorge to the Company all net after-tax amounts that you have realized or received in respect of this Award, including all on the sale or transfer of Shares in respect of Restricted Shares or Remaining Restricted (or, in the case of any transfer for less than the Fair Market Value of such Shares, as applicable, you will disgorge to the Company an amount equal to the Fair Market Value of such Shares) and any dividend amounts paid pursuant to Section 6 or, following the applicable Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined Award, in each case, to the extent realized or received in the Clawback Policy) granted, paid, delivered, awarded 12 months before or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares12 months after such Forfeiture Event. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
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Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated vest as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
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Forfeiture of Restricted Shares. (ai) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the final Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(bii) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that you (iA) you violate the Restrictive Covenants, (iiB) you engage in any conduct constituting Cause, (iiiC) engage in fraud or wilful misconduct contributing to any financial restatements or irregularities or a “Forfeiture Event” (as defined in material loss to the Clawback Policy) with respect to you occurs Company or its Affiliates or (ivD) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law) (any of the events described in the foregoing clauses (A)-(D), a “Forfeiture Event”), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you acknowledge and agree to disgorge to the Company all net after-tax amounts that you have realized or received in respect of this Award, including all on the sale or transfer of Shares in respect of Restricted Shares or Remaining Restricted Shares, as applicableapplicable (or, in the case of any transfer for less than the Fair Market Value of such Shares, you will disgorge to the Company an amount equal to the Fair Market Value of such Shares) and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined Award, in each case, to the extent realized or received in the Clawback Policy) granted, paid, delivered, awarded 12 months before or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time12 months after such Forfeiture Event. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b5(ii) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from and after a Change of Control.
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Forfeiture of Restricted Shares. If Employee’s employment with the Company and all of its direct or indirect subsidiaries is terminated by either party for any reason, including, but not limited to, the involuntary termination of Employee’s employment with the Company for any reason, with or without cause, other than the Employee’s death, Disability or Retirement with the consent of the Company (ai) Unless all rights of the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect Employee to the Restricted Shares which remain subject to the Restrictions shall terminate immediately terminateand be forfeited in their entirety, and you will (ii) the forfeited Restricted Shares and any stock certificate or certificates representing the forfeited Restricted Shares shall be entitled to no further payments cancelled. If the Employee dies or benefits with respect thereto. Furthermorebecomes Disabled, unless the Committee determines otherwise, and except as otherwise provided in Section 3Employee (or the Employee’s beneficiary) shall receive the Restricted Shares when, if and to the Committee determines on extent, the Determination Date Restrictions lapse under Paragraph 3. If the Employ retires with the consent of the Company, the Employee shall receive the Restricted Shares when, if and to the extent, the Restrictions lapse under Paragraph 3 provided, however, that in the event that the Performance Goal has not been achievedEmployee breaches the terms of Section 10 of this Agreement prior to the lapse of such Restrictions, your then (i) all rights with respect of the Employee to the Restricted Shares which remain subject to the Restrictions shall terminate immediately terminateand be forfeited in their entirety, and you will (ii) the forfeited Restricted Shares and any stock certificate or certificates representing the forfeited Restricted Shares shall be entitled cancelled.
2. Section 10 of the Original Agreement is hereby amended by (i) changing the heading of Section 10 to no further payments or benefits with respect thereto.“Non-solicitation and Non-competition”; (ii) identifying the existing provision of Section 10 as Section 10(a) and (iii) adding the following provision as Section 10(b):
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by Unless the Company without Cause or due to Disability or by you for Good Reasonpermits in writing otherwise, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company Date of Grant and its Affiliates that is acceptable to continuing for a period of 29 months immediately following the Company, and such release must become effective and irrevocable on or before the 65th day following your date of Employee’s termination of employment, Employee shall not directly or indirectly engage in or become associated as an employee, consultant, partner, owner, agent, stockholder, officer or director of, or otherwise have a business relationship with, any Person or organization engaged in, or about to become engaged in, a business that competes, directly or indirectly, with the business of Company or its subsidiaries within the states of Ohio, Pennsylvania, West Virginia, Kentucky, Maryland, Indiana and Tennessee.
3. In all other respects, the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares related to this Award and any other “Incentive Compensation” (as defined in the Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the Clawback Policy or any other recoupment or clawback policy adopted by the CompanyOriginal Agreement are continued in full force and effect and are hereby ratified, as may be amended from time to time. Furthermore, in the event that your employment is terminated for Cause, you will forfeit all outstanding Remaining Restricted Shares. For the avoidance of doubt, to the extent permitted by applicable law, this Section 5(b) will cease to be effective as a basis for forfeiture, clawback or recoupment of any portion of this Award from confirmed and after a Change of Controlacknowledged.
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