Common use of Forfeiture of Shares and/or Gain from Shares Clause in Contracts

Forfeiture of Shares and/or Gain from Shares. (a) Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or during the 12-month period following termination of employment or service (regardless of whether such termination was by the Corporation or the Participant, and whether voluntary or involuntary), the Participant engages in a Prohibited Activity (as defined herein), then the Option shall immediately be terminated and all of Participant’s rights under this Agreement shall be forfeited in their entirety. (b) For the purposes herein, a “Prohibited Activity” shall have the meaning set forth on Schedule B attached hereto. (c) The Participant acknowledges that the provisions of this Section 23 are not intended, standing alone, to preclude any competitive activity by the Participant, and agrees that compliance herewith is a condition precedent to the Participant’s rights under this Agreement. (d) Notwithstanding the provisions of Section 23(a) herein, the waiver by the Corporation in any one or more instances of any rights afforded to the Corporation pursuant to the terms of Section 23(a) herein shall not be deemed to constitute a further or continuing waiver of any rights the Corporation may have pursuant to the terms of this Agreement or the Plan (including but not limited to the rights afforded the Corporation in Section 19 herein).