Common use of Forfeiture of Restricted Units Clause in Contracts

Forfeiture of Restricted Units. If a Forfeiture Event occurs, then Executive shall, for no consideration, automatically forfeit to the Company as of the date such event occurs all then Restricted Units and Earned Units of Executive on such date, and neither the Executive nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Units or Earned Units or the certificates representing such Restricted Units and Earned Units; provided, however, if such Forfeiture Event is termination of Executive’s employment (A) by reason of death or disability or (B) by the Company or any of its Affiliates without Cause, then for all purposes of this Agreement, such Forfeiture Event shall be suspended and shall not be deemed to occur until the 180th day after the date of such termination unless during such 180-day period (x) Executive shall breach in any material respect any confidentiality obligation to the Company or any of its Affiliates or (y) any of the events described in clause (ii) of the definition of “Cause” shall occur or shall be discovered to have occurred, in which case (1) for all purposes of this Agreement, such Forfeiture Event shall be deemed to have occurred on the date of such termination and (2) any Granted Unit which otherwise would have become an Earned Unit or a Vested Unit during such suspension period shall be deemed to be a Restricted Unit for all purposes under this Agreement and, for the avoidance of doubt, shall (together with all other Restricted Units) be forfeited to the Company, for no consideration, effective as of such date of termination.

Forfeiture of Restricted Units. If a Forfeiture Event occurs, then Executive shall, for no consideration, automatically forfeit to the Company Partnership as of the date such event occurs all then Restricted Units and Earned Units of Executive on such date, and neither the Executive nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Units or Earned Units or the certificates representing such Restricted Units and Earned Units; provided, however, if such Forfeiture Event is termination of Executive’s employment (A) by reason of death or disability or (B) by the Company or any of its Affiliates without Cause, or by Executive for Good Reason, then for all purposes of this Agreement, such Forfeiture Event shall be suspended and shall not be deemed to occur until the 180th day after the date of such termination unless unless, during such 180-day period period, (x) Executive shall breach in any material respect any confidentiality obligation to the Company or any of its Affiliates or (y) any of the events described in clause (ii) or (iii) of the definition of “Cause” shall occur or shall be discovered to have occurredoccur, in which case (1) for all purposes of this Agreement, such Forfeiture Event shall be deemed to have occurred on the date of such termination (but after giving effect to any Earned Units becoming Vested Units as a result of such termination) and (2) any Granted Unit which otherwise would have become an Earned Unit or a Vested Unit during such suspension period shall be deemed to be a Restricted Unit for all purposes under this Agreement and, for the avoidance of doubt, shall (together with all other Restricted Units) be forfeited to the CompanyPartnership, for no consideration, effective as of such date of termination.

Forfeiture of Restricted Units. If a Forfeiture Event occurs, then Executive shall, for no consideration, automatically forfeit to the Company Partnership as of the date such event occurs all then Restricted Units and Earned Units of Executive on such date, and neither the Executive nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Units or Earned Units or the certificates representing such Restricted Units and Earned Units; provided, however, if such Forfeiture Event is termination of Executive’s employment (A) by reason of death or disability or (B) by the Company or any of its Affiliates without Cause, then for all purposes of this Agreement, such Forfeiture Event shall be suspended and shall not be deemed to occur until the 180th day after the date of such termination unless unless, during such 180-day period period, (x) Executive shall breach in any material respect any confidentiality obligation to the Company or any of its Affiliates or (y) any of the events described in clause (ii) or (iii) of the definition of “Cause” shall occur or shall be discovered to have occurredoccur, in which case (1) for all purposes of this Agreement, such Forfeiture Event shall be deemed to have occurred on the date of such termination (but after giving effect to any Earned Units becoming Vested Units as a result of such termination) and (2) any Granted Unit which otherwise would have become an Earned Unit or a Vested Unit during such suspension period shall be deemed to be a Restricted Unit for all purposes under this Agreement and, for the avoidance of doubt, shall (together with all other Restricted Units) be forfeited to the CompanyPartnership, for no consideration, effective as of such date of termination.

Forfeiture of Restricted Units. (a) If the Participant experiences a Forfeiture Termination Event occursby reason of such Person’s: (i) conviction of, or plea of nob contendere to, any felony or other crime or offense causing substantial harm to the Company or its Affiliates or involving acts of theft, fraud, embezzlement, moral turpitude, or similar conduct; (ii) repeated intoxication by alcohol or drugs while performing such Person’s duties in a manner that materially and adversely affects such performance; (iii) malfeasance, in the conduct of such Person’s duties, including, but not limited to, (A) misuse or diversion of funds or property of the Company or its Affiliates, (B) embezzlement, or (C) misrepresentations or concealments, including without limitation on any written reports submitted to the Company or its Affiliates; (iv) material violation of any provision of this Agreement; or (v) failure to perform such Person’s duties or failure to follow or comply with the reasonable and lawful written directives of the Manager, in either case contemplated in this clause (v) after such Person has received written notice of such material failure (“Cause”), then Executive shallon the Termination Date, for no consideration, automatically the Participant shall forfeit to the Company without consideration all of the Restricted Units (including Restricted Units that remain Unvested Restricted Units and Restricted Units that have become Vested Restricted Units) and all rights arising from such Restricted Units and from being a holder of such Restricted Units (including the rights to any Retained Distributions). The forfeiture of Restricted Units subject to the terms and conditions of this Section 5(a) shall occur immediately and without further action of the Company, the Participant, or any other person upon the termination giving rise to such forfeitures. (b) If the Participant experiences a Termination Event for any reason other than for Cause or as a result of death or Disability, then on the Termination Date, the Grantee shall forfeit to the Company without consideration all of the Unvested Restricted Units and all rights arising from such Unvested Restricted Units and from being a holder of such Unvested Restricted Units (including the rights to any Retained Distributions). The forfeiture of Unvested Restricted Units subject to the terms and conditions of this Section 5(b) shall occur immediately and without further action of the Company, the Participant, or any other person upon the termination giving rise to such forfeitures. (c) If the Participant experiences a Termination Event for any reason other than for Cause, including as a result of death or Disability, then the Company or its designee shall have the right (but not the obligation) to repurchase, in accordance with Section 10.2 of the Plan, any or all of the Vested Restricted Units held by the Terminated Participant at a purchase price equal to the then Fair Value of such Class P Units on the Termination Date. Further, if a Termination Event for any reason other than Cause occurs, Employee shall receive one (1) year’s salary and benefits payable commensurate with regular payroll practices, defined and calculated as of the date of termination. (d) If a Participant engages in a Restricted Activity or otherwise violates any nonsolicitation or noncompetition provision of an agreement with the Company, in each case, whether on or before a Termination Event or at any time within two (2) years following the occurrence of a Termination Event, then all of such event occurs all then Participant’s Restricted Units (including Restricted Units that remain Unvested Restricted Units and Earned Restricted Units of Executive on such datethat have become Vested Restricted Units), and neither the Executive nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further all rights or interests in such Restricted Units or Earned Units or the certificates representing arising from such Restricted Units and Earned Units; providedfrom being a holder of such Restricted Units (including the rights to any Retained Distributions), however, if such Forfeiture Event is termination of Executive’s employment (A) by reason of death or disability or (B) that have not previously been repurchased by the Company or any its designee pursuant to Section 5(c) above may in the sole discretion of its Affiliates the Administrator be cancelled upon written notice to such Participant without Cause, then for all purposes consideration. The cancellation of Restricted Units subject to the terms and conditions of this Agreement, such Forfeiture Event shall be suspended and shall not be deemed to occur until the 180th day after the date of such termination unless during such 180-day period (xSection 5(d) Executive shall breach in any material respect any confidentiality obligation to the Company or any of its Affiliates or (y) any of the events described in clause (ii) of the definition of “Cause” shall occur or shall be discovered to have occurred, in which case (1) for all purposes immediately and without further action of this Agreement, such Forfeiture Event shall be deemed to have occurred on the date of such termination and (2) any Granted Unit which otherwise would have become an Earned Unit or a Vested Unit during such suspension period shall be deemed to be a Restricted Unit for all purposes under this Agreement and, for the avoidance of doubt, shall (together with all other Restricted Units) be forfeited to the Company, for no considerationthe Participant, effective as of such date of terminationor any other person upon written notice to the Participant.

Forfeiture of Restricted Units. (a) If the Participant experiences a Forfeiture Termination Event occursby reason of such Person’s: (i) conviction of, or plea of nob contendere to, any felony or other crime or offense causing substantial harm to the Company or its Affiliates or involving acts of theft, fraud, embezzlement, moral turpitude, or similar conduct; (ii) repeated intoxication by alcohol or drugs while performing such Person’s duties in a manner that materially and adversely affects such performance; (iii) malfeasance, in the conduct of such Person’s duties, including, but not limited to, (A) misuse or diversion of funds or property of the Company or its Affiliates, (B) embezzlement, or (C) misrepresentations or concealments, including without limitation on any written reports submitted to the Company or its Affiliates; (iv) material violation of any provision of this Agreement; or (v) failure to perform such Person’s duties or failure to follow or comply with the reasonable and lawful written directives of the Manager, in either case contemplated in this clause (v) after such Person has received written notice of such material failure (“Cause”), then Executive shallon the Termination Date, for no consideration, automatically the Participant shall forfeit to the Company without consideration all of the Restricted Units (including Restricted Units that remain Unvested Restricted Units and Restricted Units that have become Vested Restricted Units) and all rights arising from such Restricted Units and from being a holder of such Restricted Units (including the rights to any Retained Distributions). The forfeiture of Restricted Units subject to the terms and conditions of this Section 5(a) shall occur immediately and without further action of the Company, the Participant, or any other person upon the termination giving rise to such forfeitures. (b) If the Participant experiences a Termination Event for any reason other than for Cause or as a result of death or Disability, then on the Termination Date, the Grantee shall forfeit to the Company without consideration all of the Unvested Restricted Units and all rights arising from such Unvested Restricted Units and from being a holder of such Unvested Restricted Units (including the rights to any Retained Distributions). The forfeiture of Unvested Restricted Units subject to the terms and conditions of this Section 5(b) shall occur immediately and without further action of the Company, the Participant, or any other person upon the termination giving rise to such forfeitures. (c) If the Participant experiences a Termination Event for any reason other than for Cause, including as a result of death or Disability, then the Company or its designee shall have the right (but not the obligation) to repurchase, in accordance with Section 11.6 of the Company Agreement, any or all of the Vested Restricted Units held by the Terminated Participant at a purchase price equal to the then Fair Value of such Class P Units on the Termination Date. Further, if a Termination Event for any reason other than Cause occurs, Employee shall receive one (1) year’s salary and benefits payable commensurate with regular payroll practices, defined and calculated as of the date of termination. (d) If a Participant engages in a Restricted Activity or otherwise violates any nonsolicitation or noncompetition provision of an agreement with the Company, in each case, whether on or before a Termination Event or at any time within two (2) years following the occurrence of a Termination Event, then all of such event occurs all then Participant’s Restricted Units (including Restricted Units that remain Unvested Restricted Units and Earned Restricted Units of Executive on such datethat have become Vested Restricted Units), and neither the Executive nor any of his successors, heirs, assigns, or personal representatives shall thereafter have any further all rights or interests in such Restricted Units or Earned Units or the certificates representing arising from such Restricted Units and Earned Units; providedfrom being a holder of such Restricted Units (including the rights to any Retained Distributions), however, if such Forfeiture Event is termination of Executive’s employment (A) by reason of death or disability or (B) that have not previously been repurchased by the Company or any its designee pursuant to Section 5(c) above may in the sole discretion of its Affiliates the Administrator be cancelled upon written notice to such Participant without Cause, then for all purposes consideration. The cancellation of Restricted Units subject to the terms and conditions of this Agreement, such Forfeiture Event shall be suspended and shall not be deemed to occur until the 180th day after the date of such termination unless during such 180-day period (xSection 5(d) Executive shall breach in any material respect any confidentiality obligation to the Company or any of its Affiliates or (y) any of the events described in clause (ii) of the definition of “Cause” shall occur or shall be discovered to have occurred, in which case (1) for all purposes immediately and without further action of this Agreement, such Forfeiture Event shall be deemed to have occurred on the date of such termination and (2) any Granted Unit which otherwise would have become an Earned Unit or a Vested Unit during such suspension period shall be deemed to be a Restricted Unit for all purposes under this Agreement and, for the avoidance of doubt, shall (together with all other Restricted Units) be forfeited to the Company, for no considerationthe Participant, effective as of such date of terminationor any other person upon written notice to the Participant.