Common use of Forfeiture Provisions Clause in Contracts

Forfeiture Provisions. (a) FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTS. Unless otherwise determined by the Committee, upon a termination of Executive's employment for Cause, Executive's engaging in "Competition" (as defined in Section 13(a)) with the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 10(d), or Executive's violation of any of the other restrictive covenants contained in Section 12, 13 or 14 (each a "Forfeiture Event") during the Term of Employment and for 24 months thereafter, all of the following forfeitures will result: (i) The unexercised portion of any stock option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive's service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and (ii) Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by Executive upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 24 months prior to the occurrence of the Forfeiture Event and the date 24 months after the Forfeiture Event, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 24 months prior to the date Executive's employment by the Company terminated and ending 12 months (or, in the event that the Forfeiture Event is a breach of Section 14, 24 months) after the date of such termination, if the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term "Award Gain" shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii) with respect to any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable or distributed to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection with such settlement.

Forfeiture Provisions. (a) FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTS. Unless otherwise determined by the Committee, upon a termination of Executive's employment for Cause, the Executive's engaging in "Competition" (as defined in Section 13(a14(a)) with the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 10(d), or Executive's violation of any of the other restrictive covenants contained in Section 1213, 13 14 or 14 15 (each a "Forfeiture Event") during the Term of Employment and for 24 months thereafter, all of the following forfeitures will result: (i) The unexercised portion of any stock option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive's service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and (ii) Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by Executive upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 24 months prior to the occurrence of the Forfeiture Event and the date 24 months after the Forfeiture Event, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 24 months prior to the date Executive's employment by the Company terminated terminated, and ending 12 months (or, in the event that the Forfeiture Event is a breach of Section 1415, 24 months) after the date of such termination, if the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term "Award Gain" shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii) with respect to any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable or distributed to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection with such settlement.such

Forfeiture Provisions. The Acquisition Shares shall be subject to forfeiture as follows: (aA) FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTS. Unless otherwise determined by Upon the Committee, upon a termination of Executive's employment for the Consulting Agreement (as hereinafter defined) sooner than the third (3rd) anniversary of the Closing Date, all shares not yet paid shall be forfeited, except as otherwise provided in (I) and (II) immediately below. (I) Except as set forth in II below, a pro rata portion of the shares that would have been payable on the anniversary of the Closing Date next following the date on which the Consulting Agreement is terminated shall be paid to Seller, such pro rata portion being equal to the product of sixteen and two-thirds percent (16 and 2/3%) of the Acquisition Shares and a fraction, the numerator of which is the number of days that have elapsed since the immediately preceding anniversary of the Closing Date through the date of the termination of the Consulting Agreement and the denominator of which is 365 (or 366 in the case of leap years). (II) If the Consulting Agreement is terminated by Company, “Without Cause, Executive's engaging in "Competition" ” (as defined in Section 13(a)) with the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 10(dConsulting Agreement), then fifty percent (50%) of all shares that would have been payable after the date on which the Consulting Agreement is terminated shall be paid to Seller. The shares identified in (I) and (II), above, shall be paid on the dates on which such shares would have been paid in accordance with Section 1.4(a)(ii)(B), above, had no forfeitures occurred. (B) Any payment of Acquisition Shares made by Company to Seller shall be forfeited by Seller, and Seller shall be obligated to return to Company, without the necessity of any demand therefor, the certificate evidencing such shares, if, within one year of such payment Seller shall engage or Executive's violation of attempt to engage in any of the other restrictive covenants contained in Section 12following (each, 13 or 14 (each a "Forfeiture Event") during the Term of Employment and for 24 months thereafter, all of the following forfeitures will result: (i) The unexercised portion of any stock option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive's service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event“Prohibited Transaction”); and (ii) Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by Executive upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 24 months prior to the occurrence of the Forfeiture Event and the date 24 months after the Forfeiture Event, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 24 months prior to the date Executive's employment by the Company terminated and ending 12 months (or, in the event that the Forfeiture Event is a breach of Section 14, 24 months) after the date of such termination, if the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term "Award Gain" shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date sell, exchange, assign, or otherwise transfer ownership of such exercise (without regard Acquisition Shares to any subsequent change in the market price of shares) minus the exercise price times person; (Y) hypothecate, mortgage, or otherwise transfer, offer, or pledge such Acquisition Shares as security for indebtedness or for any other purpose; or (Z) file a petition for protection from creditors under any of the number of shares as to which the stock option was exercised at that dateUnited States or any State. A Prohibited Transaction shall be null and void ab initio, and (ii) with respect the Company shall not, and shall not be required to, recognize or otherwise give effect to any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable or distributed to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection with such settlementtransfer.

Forfeiture Provisions. Pursuant to Section 2 of this Agreement, the Acquired Shares are subject to certain forfeiture provisions. February 12, 0000 Xxxxxx Xxxx P.O. Box 137 Hamilton, MA 01936 Dear Xxxxxx: Reference is hereby made to that certain Restricted Stock Award Agreement, dated July 1, 2006 (a) FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTSthe “Restricted Stock Agreement”), by and between you and Celunol Corp., a Delaware corporation (the “Company”), and that certain Agreement and Plan of Merger and Reorganization, dated as of the date hereof (the “Merger Agreement”), by and among Diversa Corporation, Concord Merger Sub, Inc., the Company and Xxxxxxx Xxxx. Unless otherwise determined by All capitalized terms used but not defined herein shall have the Committeerespective meaning given such terms in the Restricted Stock Agreement. In consideration of the promises and mutual covenants herein set forth, upon a termination and other good and valuable consideration, receipt of Executive's employment for Causewhich is hereby acknowledged, Executive's engaging in "Competition" the parties hereto hereby mutually covenant and agree to the terms set forth herein. If, immediately prior to the Closing Date (as defined in Section 13(a)the Merger Agreement) with but after giving effect to the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 10(d), or Executive's violation of any conversion of the other restrictive covenants contained in Section 12, 13 or 14 (each a "Forfeiture Event") during the Term of Employment and for 24 months thereafter, all of the following forfeitures will result: (i) The unexercised portion of any stock option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive's service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and (ii) Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain Bridge Notes (as defined hereinin the Merger Agreement) realized by Executive upon each exercise into the Company’s Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), the Acquired Shares represent more than the Merger Target Amount (as defined below), then the portion of a stock option or settlement the Acquired Shares in excess of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 24 months Merger Target Amount shall be forfeited immediately prior to the occurrence of the Forfeiture Event Closing Date by you or any Permitted Transferee. Such Acquired Shares being forfeited shall include Vested Shares and the date 24 months after the Forfeiture Event, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 24 months prior Restricted Shares in proportion to the date Executive's employment by the Company terminated and ending 12 months (or, in the event number of Acquired Shares that the Forfeiture Event is a breach have become Vested Shares as of Section 14, 24 months) after the date of such termination, if forfeiture as compared to the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term "Award Gain" shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the total number of shares as to which the stock option was exercised at that dateAcquired Shares. Sections 1.2, 2.2, 2.3 and (ii) with respect to any other settlement of an Award granted to Executive, the Fair Market Value 2.4 of the cash or stock paid or payable or distributed to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or Restricted Stock Agreement shall be deleted in connection with such settlementthe foregoing and shall not be in effect after the Closing Date.

Forfeiture Provisions. (a) FORFEITURE OF STOCK OPTIONS AND OTHER AWARDS AND GAINS REALIZED UPON PRIOR OPTION EXERCISES OR AWARD SETTLEMENTS. Unless otherwise determined by the Committee, upon a termination of Executive's employment for Cause, Executive's engaging in "Competition" (as defined in Section 13(a)) with the Company or any Subsidiary after a voluntary termination of employment pursuant to Section 10(d), or Executive's violation of any of the other restrictive covenants contained in Section 12, 13 or 14 (each a "Forfeiture Event") during the Term of Employment and for 24 months thereafter, all of the following forfeitures will result: (i) The unexercised portion of any stock option, whether or not vested, and any other Award not then settled (except for an Award that has not been settled solely due to an elective deferral by Executive and otherwise is not forfeitable in the event of any termination of Executive's service) will be immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and (ii) Executive will be obligated to repay to the Company, in cash, within five business days after demand is made therefor by the Company, the total amount of Award Gain (as defined herein) realized by Executive upon each exercise of a stock option or settlement of an Award (regardless of any elective deferral) that occurred (A) during the period commencing with the date that is 24 months prior to the occurrence of the Forfeiture Event and the date 24 months after the Forfeiture Event, if the Forfeiture Event occurred while Executive was employed by the Company or a Subsidiary or affiliate, or (B) during the period commencing 24 months prior to the date Executive's employment by the Company terminated and ending 12 months (or, in the event that the Forfeiture Event is a breach of Section 14, 24 months) after the date of such termination, if the Forfeiture Event occurred after Executive ceased to be so employed. For purposes of this Section, the term "Award Gain" shall mean (i), in respect of a given stock option exercise, the product of (X) the Fair Market Value per share of common stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares as to which the stock option was exercised at that date, and (ii) with respect to any other settlement of an Award granted to Executive, the Fair Market Value of the cash or stock paid or payable or distributed to Executive (regardless of any elective deferral) less any cash or the Fair Market Value of any stock or property (other than an Award or award which would have itself then been forfeitable hereunder and excluding any payment of tax withholding) paid by Executive to the Company as a condition of or in connection with such settlement.