Common use of Forfeiture of Restricted Stock Clause in Contracts

Forfeiture of Restricted Stock. (a) If the Employee's employment with the Company and all of its subsidiaries is terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock may occur on multiple dates, each of which is a Release Date for the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.

Forfeiture of Restricted Stock. (a) If the Employee's employment with of the Employee by the Company and all of or its subsidiaries is terminated prior to the Release Date affiliates terminates for any reason (including without limitationexcept Retirement, disability death or termination by following a Change in Control as described below, the Company and all subsidiaries thereof, with or without cause) other than death, all shares of Restricted Stock and all RSUs shall be forfeited to for which the Company on applicable Vesting Period has not expired as of the date of such termination unless otherwise provided in subparagraph (b) belowshall be forfeited and returned to the Company. Upon the Employee’s Retirement, or unless any shares of Restricted Stock for which the Management Development, Nominating and Governance Committee applicable Vesting Period has not expired as of the Company's Board of Directors (the "Management Development Committee") or other Committee date of such Board administering termination shall not be forfeited, and shall continue to vest in accordance with the Plan (vesting schedule set forth on Schedule A as if the Management Development Committee or such other Committee is herein referred Employee had remained employed with the Company and the Employee shall have the right to as the "Committee") determines, receive a cash amount in accordance with Section 2 equal to dividends payable on such terms and conditionsshares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable record date. Upon the Employee’s death, if any, as the Committee may impose, that all or a portion of the shares of Restricted Stock and/or Stock deliverable on settlement (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by (a) a duly elected officer Change in Control of the Company, other than and (b) the Employeetermination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be considered a termination forfeitable. For purposes of employment during the period of such leave. The Release Date for the Time Vested this Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and Agreement, a “Change in Control” of the Performance Restricted Stock may occur on multiple dates, each Company means the occurrence of which is a Release Date for one of the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.following events:

Forfeiture of Restricted Stock. (a) If the Employee's employment with the Company and all of its subsidiaries is terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock RSUs may occur on multiple dates, each of which is a Release Date for the number of shares or RSUs determined as provided in Paragraphs 2(a), (b) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock RSUs applies only to the shares or RSUs for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.

Forfeiture of Restricted Stock. (a) If the Employee's employment with of the Employee by the Company and all of or its subsidiaries is terminated prior to the Release Date affiliates terminates for any reason (including without limitationexcept Retirement, disability death or termination by following a Change in Control as described below, the Company and all subsidiaries thereof, with or without cause) other than death, all shares of Restricted Stock and all RSUs shall be forfeited to for which the Company on applicable Vesting Period has not expired as of the date of such termination unless otherwise provided in subparagraph (b) belowshall be forfeited and returned to the Company. Upon the Employee’s Retirement, or unless any shares of Restricted Stock for which the Management Development, Nominating and Governance Committee applicable Vesting Period has not expired as of the Company's Board of Directors (the "Management Development Committee") or other Committee date of such Board administering termination shall not be forfeited, and shall continue to vest in accordance with the Plan (vesting schedule set forth on Schedule A as if the Management Development Committee or such other Committee is herein referred Employee had remained employed with the Company and the Employee shall have the right to as the "Committee") determines, receive a cash amount in accordance with Section 2 equal to dividends payable on such terms and conditionsshares of Restricted Stock following the Employee’s Retirement as if the Employee was employed on the applicable payroll date. Upon the Employee’s death, if any, as the Committee may impose, that all or a portion of the shares of Restricted Stock and/or Stock deliverable on settlement (whether or not vested) shall become fully vested and shall not be forfeitable. Upon the occurrence of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by (a) a duly elected officer Change in Control of the Company, other than and (b) the Employeetermination of employment of the Employee with the Company or its affiliates within 24 months of such Change in Control either (i) by the Company (or its successor) without Cause (as defined below) or (ii) by the Employee for Good Reason (as defined below), then any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and shall not be considered a termination forfeitable. For purposes of employment during the period of such leave. The Release Date for the Time Vested this Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and Agreement, a “Change in Control” of the Performance Restricted Stock may occur on multiple dates, each Company means the occurrence of which is a Release Date for one of the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.following events:

Forfeiture of Restricted Stock. (a) If the Employee's ’s employment with the Company and all of its subsidiaries is terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's ’s Board of Directors (the "“Management Development Committee"”) or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "“Committee"”) determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock RSUs may occur on multiple dates, each of which is a Release Date for the number of shares or RSUs determined as provided in Paragraphs 2(a), (b) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock RSUs applies only to the shares or RSUs for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.

Forfeiture of Restricted Stock. (a) If the Employee's employment with the Company and all of its subsidiaries is ------------------------------ terminated prior to the Release Date for any reason (including without limitation, disability or termination by the Company and all subsidiaries thereof, with or without cause) other than death, all Restricted Stock and all RSUs shall be forfeited to the Company on the date of such termination unless otherwise provided in subparagraph (b) below, or unless the Management Development, Nominating and Governance Committee of the Company's Board of Directors (the "Management Development Committee") or other Committee of such Board administering the Plan (the Management Development Committee or such other Committee is herein referred to as the "Committee") determines, on such terms and conditions, if any, as the Committee may impose, that all or a portion of the Restricted Stock and/or Stock deliverable on settlement of RSUs shall be released to the Employee and the restrictions of Paragraph 2 applicable thereto shall terminate. Absence of the Employee on leave approved by a duly elected officer of the Company, other than the Employee, shall not be considered a termination of employment during the period of such leave. The Release Date for the Time Vested Restricted Stock (and any Time Vested Restricted Stock awarded as RSUs) and the Performance Restricted Stock may occur on multiple dates, each of which is a Release Date for the number of shares determined as provided in Paragraphs 2(a) and (c). Hence, any forfeiture of Time Vested Restricted Stock, Time Vested Restricted Stock awarded as RSUs or Performance Restricted Stock applies only to the shares for which a Release Date had not yet occurred on the date of forfeiture. The preceding sentence has been included in this Agreement for the purpose of avoiding any doubt that the result described in the preceding sentence would occur; therefore, such result will occur under prior agreements awarding Performance Restricted Stock to the Employee even though a comparable provision is not included in such agreements.