Common use of Forfeiture of SARs Clause in Contracts

Forfeiture of SARs. (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 any SARs awarded to you that have not become vested prior to your 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 SARs that would become vested as provided in Section 3(a)(ii) or (iii) to be treated as provided therein, 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 SARs. In addition, in the event that you (A) violate the Restrictive Covenants, (B) engage in any conduct constituting Cause, (C) engage in fraud or wilful misconduct contributing to any financial restatements or irregularities or a material loss to the Company or its Affiliates or (D) otherwise violate any 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 SARs shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you to disgorge to the Company all net after-tax amounts that you have realized as a result of the exercise of the SARs or received in respect of this Award, including on the sale or transfer of Shares in respect of SARs (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 following the exercise date of such SARs, in respect of Shares related to this Award, in each case, to the extent realized or received in the 12 months before or the 12 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.

Forfeiture of SARs. (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 any SARs awarded to you that have not become vested prior to your 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 SARs that would become vested as provided in Section 3(a)(ii) or (iii) to be treated as provided therein, 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 SARs. In addition, in the event that (i) you (A) violate the Restrictive Covenants, (Bii) you engage in any conduct constituting Cause, (Ciii) engage a “Forfeiture Event” (as defined in fraud or wilful misconduct contributing the Clawback Policy) with respect to any financial restatements or irregularities or a material loss to the Company or its Affiliates you occurs or (Div) 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 SARs shall be forfeited and canceled. In addition, in the event of a Forfeiture Event, the Board may require you to disgorge to the Company all net after-tax amounts acknowledge and agree that you have realized as a result of the exercise of the SARs or received in respect of this Award, including on the sale or transfer of Shares in respect of all SARs (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 following the exercise date of such SARs, in respect of Shares related to this Award, in each case, to the extent realized or received Award and any other “Incentive Compensation” (as defined in the 12 months before Clawback Policy) granted, paid, delivered, awarded or otherwise provided to you are subject to all terms and conditions of the 12 months after such Forfeiture EventClawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time. 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.