Forfeiture of the Award. The Participant acknowledges that this opportunity for a long-term incentive award has been granted as an incentive to the Participant to remain employed by the Company or one of its Subsidiaries and to exert his or her best efforts to enhance the value of the Company and its Subsidiaries over the long-term. Accordingly, the Participant agrees that if he or she (a) within 12 months of a separation from service with the Company, or its Subsidiaries, accepts employment with a competitor of the Company or one of its Subsidiaries or otherwise engages in competition with the Company or one of its Subsidiaries, or (b) within 36 months of a separation from service with the Company, or its Subsidiaries, directly or indirectly, disrupts, damages, interferes or otherwise acts against the interests of the Company or one of its Subsidiaries, including, but not limited to, recruiting, soliciting or employing, or encouraging or assisting the Participant's new employer or any other person or entity to recruit, solicit or employ, any employee of the Company or one of its Subsidiaries without the Company's prior written consent, which may withheld in its sole discretion, or (c) within 36 months of a separation from service with the Company, or its Subsidiaries, disparages, criticizes, or otherwise makes any derogatory statements regarding the Company or its Subsidiaries or their directors, officers or employees, or (d) discloses or otherwise uses confidential information or material of the Company or one of its Subsidiaries, each of these constituting a harmful action, then the Participant shall immediately repay to the Company the full amount of the award received under the terms and conditions of the LTIP. The Committee shall have the right not to enforce the provisions of this paragraph with respect to the Participant. Participant agrees to be fully liable for any remedies available at law or in equity, including, but not limited to, injunctive relief, for any breach of this above described covenant, promise and agreement. Participant agrees to reimburse the Company for all costs and expenses, including attorneys’ fees, incurred by the Company in enforcing the obligations of Participant. This entire provision shall survive the termination of the Agreement and, in no manner, shall the remedies described herein be considered as the Company’s exclusive or entire remedy for Participant’s breach, non-compliance or violation of this Agreement or any other agreement that Parti...
Forfeiture of the Award. (a) Notwithstanding any other provision of this Award, any amounts that have not become vested and payable prior to the Expiration Date shall expire and may not become earned and payable after such time. Additionally, any amounts that have not become vested and payable on or before the termination of the Participant’s employment with the Company (not including Affiliates of the Company) shall expire and may not become vested and payable after such time.
Forfeiture of the Award. Any portion of the Award that is unvested shall automatically be forfeited on the date that the Recipient ceases to be employed by the Company.
Forfeiture of the Award. (a) You are required to acknowledge and accept the terms of this Agreement and the Plan in the manner set forth in Section 16 within the time period specified by the Company and/or its designated broker. The failure to acknowledge and accept the Award within such time period will result in your forfeiture of the Award.
Forfeiture of the Award. (a) The portion of the Award that is not vested and payable pursuant to Section 2(a) as of the date of termination of the Participant’s employment by, or service with, the Company or an Affiliate will be forfeited automatically at the close of business on that date.
Forfeiture of the Award. Except as otherwise set forth in this Agreement or the Plan, if the Participant ceases to be employed for any reason by the Company or a Subsidiary prior to a vesting date, then as of the date on which the Participant’s employment terminates, all unvested RSUs subject to an RSU Award shall immediately be forfeited to the Company.
Forfeiture of the Award. Subject to Section 3, any portion of the Award that remains unvested upon the Recipient’s termination of employment shall automatically be forfeited on the date that the Recipient ceases to be employed by the Company.
Forfeiture of the Award. Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following: “Notwithstanding anything to the contrary in this Agreement or otherwise, the Award shall be immediately forfeited and terminated if, at any time, on or prior to December 31, 2024, any one or more of the following occurs: (i) the Grantee’s employment with the Company, a Subsidiary or Division is terminated for any or no reason; (ii) a Change in Control occurs; or (iii) the Board approves a transaction, which, if consummated, would constitute a Change in Control. For the avoidance of doubt, in no event shall Grantee become entitled to receive payment under this Agreement in respect of the Award if Grantee receives, or becomes entitled to receive, the “Incentive Payment” following the occurrence of the “Incentive Achievement Date” (as such terms are defined in the Grantee’s employment agreement with the Company dated on or about the date hereof). If, at any time, after December 31, 2024 and on or prior to the Payment Date, the Grantee’s employment with the Company, a Subsidiary or Division is terminated by the Company for Cause or by the Grantee without Good Reason, the Award shall be immediately forfeited and terminated.”
Forfeiture of the Award. Subject to Section 2(b) above, any portion of the Award that remains unvested on the date when the Recipient ceases to perform services for the Company shall automatically be forfeited as of such date. Additionally, in the event of the Recipient’s removal as a director for Cause at any time, the Award shall be forfeited as of such date.
Forfeiture of the Award. Notwithstanding anything to the contrary in this Agreement or otherwise, the Award shall be immediately forfeited and terminated if, at any time, on or prior to December 31, 2021, any one or more of the following occurs: (i) the Grantee’s employment with the Company, a Subsidiary or Division is terminated for any or no reason; (ii) a Change in Control occurs; or (iii) the Board approves a transaction, which, if consummated, would constitute a Change in Control. For the avoidance of doubt, in no event shall Grantee become entitled to receive payment under this Agreement in respect of the Award if Grantee receives, or becomes entitled to receive, the “Incentive Payment” following the occurrence of the “Incentive Achievement Date” (as such terms are defined in the Grantee’s employment agreement with the Company dated on or about the date hereof). If, at any time, after December 31, 2021 and on or prior to the Payment Date, the Grantee’s employment with the Company, a Subsidiary or Division is terminated by the Company for Cause or by the Grantee without Good Reason, the Award shall be immediately forfeited and terminated.
