Forfeiture of Unvested. Shares Except as provided pursuant to the terms of any Employment Agreement between you and the Company, in the event that your Service terminates for any reason other than death or disability, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested. Repayment If it is determined by the Board that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of any Shares delivered to you pursuant to this Restricted Share Unit Agreement or to effect the cancellation of unvested RSUs. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting of Shares acquired under this grant. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of Shares arising from this grant, the Company shall have the right to: (i) require such payments from you, (ii) withhold such amounts from other payments due to you from the Company or any Affiliate, or (iii) cause an immediate forfeiture of Shares subject to the vesting pursuant to this Agreement in an amount equal to the withholding or other taxes due. Retention Rights This Agreement does not give you the right to be retained by the Company (or any parent, Subsidiaries or Affiliates) in any capacity. Shareholder Rights You have the right to vote the Restricted Shares and to receive any dividends declared or paid on such Shares. Any distributions you receive as a result of any split, stock dividend, combination of Shares or other similar transaction shall be deemed to be a part of the Restricted Shares and subject to the same conditions and restrictions applicable thereto. Except as described in the Plan, no adjustments are made for dividends or other rights if the applicable record date occurs before your share certificate is issued. Adjustments In the event of a split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Restricted Shares shall be subject to ...
Forfeiture of Unvested. Units In the event that your Service terminates for any reason, you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in competition with the Company, the Company shall have the right to cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company an...
Forfeiture of Unvested. Shares Except as provided pursuant to the terms of any Employment Agreement between you and the Company or in the provisions of this Award relating to Change in Control, in the event that your Service terminates for any reason other than death, disability, or a Company-initiated termination of Service without Cause before the last day of the Performance Period, you will forfeit to the Company all of the Shares subject to this grant that have not yet vested.
Forfeiture of Unvested. Stock In the event that your Service terminates for any reason, except as provided above in the section entitled “Termination without Cause, Good Reason or Non-Renewal of Employment Agreement; Change of Control,” you will forfeit all of the shares of Restricted Stock that have not yet vested. Escrow The certificates for the Restricted Stock shall be deposited in escrow with the Secretary of the Company to be held in accordance with the provisions of this paragraph. Each deposited certificate shall be accompanied by a duly executed Assignment Separate from Certificate in the form attached hereto as Exhibit A. The deposited certificates shall remain in escrow until such time or times as the certificates are to be released or otherwise surrendered for cancellation as discussed below. Upon delivery of the certificates to the Company, you shall be issued an instrument of deposit acknowledging the number of shares of Restricted Stock delivered in escrow to the Secretary of the Company. All regular cash dividends on the Restricted Stock (or other securities at the time held in escrow) shall be paid directly to you and shall not be held in escrow. However, in the event of any stock dividend, stock split, recapitalization or other change affecting the Company’s outstanding common stock as a class effected without receipt of consideration or in the event of a stock split, a stock dividend or a similar change in the Company Stock, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect to the Restricted Stock shall be immediately delivered to the Secretary of the Company to be held in escrow hereunder, but only to the extent the Restricted Stock is at the time subject to the escrow requirements hereof. The shares of Restricted Stock held in escrow hereunder shall be subject to the following terms and conditions relating to their release from escrow or their surrender to the Company for repurchase and cancellation: • As your interest in the shares vests as described above, the certificates for such vested shares shall be released from escrow and delivered to you, at your request, within thirty (30) days following each vesting date. • Upon termination of your Service, any escrowed shares in which you are at the time vested shall be promptly released from escrow. • Should the Company exercise its rights to cause a forfeiture with respect to any unvested shares (as described below in the section enti...
Forfeiture of Unvested. Shares Except as provided pursuant to the terms of any Employment Agreement between you and the Company or in the provisions of this Award relating to Change in Control, in the event that your service terminates for any reason other than for Good Reason, death, disability, or Company-initiated termination of service without Cause before the Vesting Date, you will forfeit to the Company all of the Shares subject to this Award that have not yet vested. Repayment If it is determined by the Board of Trustees (the “Board”) of the Company or Compensation Committee of the Board (the “Committee”) that your gross negligence, intentional misconduct or fraud caused or partially caused the Company to have to restate all or a portion of its financial statements, the Board or Committee, in its sole discretion, may, to the extent permitted by law and to the extent it determines in its sole judgment that it is in the best interests of the Company to do so, require repayment of Shares delivered pursuant to vested PSUs or effect the cancellation of unvested PSUs if (i) the vesting of PSUs was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement, and (ii) the extent of vesting of PSUs would have been less had the financial statements been correct. You also agree that each of the Board and Committee has the authority to amend this provision relating to cancellation or repayment to the extent it reasonably determines that such an amendment is required to comply with the Xxxx—Xxxxx Xxxx Street Reform and Consumer Protection Act, or any other applicable law relating to cancellation or repayment of compensation following the restatement of financial statements by a public company.
Forfeiture of Unvested. Common Stock In the event that your service is terminated on or after the Calculation Date but before the Vesting Date for any reason other than due to death, Disability or Retirement, or by the Company without Cause, you will forfeit to the Company all of the shares of Restricted Stock subject to this grant, which shares if certificated will be in such event surrendered by the Secretary to the Company on your behalf for cancellation. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the grant of the Performance Shares, your acquisition of Restricted Stock or Common Stock under this grant, or the payment to you of any dividends hereunder. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to this grant, the Company will have the right to: (1) require that you arrange such payments to the Company; (2) withhold such amounts from other payments due to you from the Company or any affiliate; or (3) cause an immediate forfeiture of shares of Restricted Stock or Common Stock subject to the Performance Shares granted pursuant to this Agreement in an amount equal to the withholding or other taxes due.
Forfeiture of Unvested. Common Stock In the event that your Service terminates for any reason, you will forfeit to the Corporation all of the shares of Common Stock subject to this grant that have not yet vested. Issuance The issuance of the Common Stock under this grant shall be evidenced in such a manner as the Corporation, in its discretion, will deem appropriate, including, without limitation, book-entry, registration or issuance of one or more Common Stock certificates, with any unvested Restricted Stock bearing the appropriate restrictions imposed by this Agreement. As your interest in the Common Stock vests as described above, the recordation of the number of shares of Restricted Stock attributable to you will be appropriately modified. Withholding Taxes You agree, as a condition of this grant, that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the payment of dividends or the vesting of Common Stock acquired under this grant. In the event that the Corporation determines that any federal, state, local or foreign tax or withholding payment is required relating to the payment of dividends or the vesting of shares arising from this grant, the Corporation shall have the right to require such payments from you, withhold such amounts from other payments due to you from the Corporation or any Affiliate or withhold vested shares of Common Stock granted under this Agreement.
Forfeiture of Unvested. Restricted Share Units Except as provided in this Agreement or the Plan, in the event that your service terminates for any reason other than your death or Disability, you will forfeit to the Company all unvested Restricted Share Units. For the avoidance of doubt, in connection with a termination for “Cause” you will forfeit all then-outstanding Restricted Share Units to the Company for no consideration.For purposes of this Agreement, the term “Cause” shall have the meaning assigned to such term in the Plan.
Forfeiture of Unvested. Common Stock In the event that your service terminates for any reason other than due to death, Disability or Retirement or by the Company without Cause, you will forfeit to the Company all of the shares of Common Stock subject to this grant that have not yet vested.
Forfeiture of Unvested. Restricted Share Units Unless the termination of your Service triggers accelerated vesting of your Restricted Share Units, or other treatment pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company or any Affiliate, as applicable, and you, you will automatically forfeit to the Company all of the unvested Restricted Share Units in the event you are no longer providing Service for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees, customers, or other business partners of the Company or any Affiliate or any confidentiality, non-disclosure, or non-disparagement obligation with respect to the Company or any Affiliate or otherwise in competition with the Company or any Affiliate, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Share Units awarded under this Agreement and the Restricted Share Units shall immediately expire. Specifically, in consideration of this Award, you acknowledge and agree to the following:
