Forfeiture Restriction. Subject to the provisions of Section 2.2 below, in the event of Participant’s cessation of Service for any reason, including as a result of Participant’s death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Unreleased Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being forfeited by Participant. The Unreleased Shares and Participant’s executed stock assignment in the form attached as Exhibit B to the Grant Notice shall be held by the Company in accordance with Section 2.4 until the Shares are forfeited as provided in this Section 2.1, until such Unreleased Shares are fully released from the Forfeiture Restriction, or until such time as this Agreement no longer is in effect. Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator, to transfer the Unreleased Shares which have been forfeited pursuant to this Section 2.1 from Participant to the Company.
Forfeiture Restriction. Subject to the provisions of Section 2.2 below, if Holder has a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action of the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Unreleased Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Unreleased Shares being forfeited by Xxxxxx. In the event any of the Shares are forfeited pursuant to this Section 2.1, any dividends or other distributions paid on such Shares and held by the Company shall be retained by the Company. Xxxxxx hereby authorizes and directs the Secretary of the Company, or such other person designated by the Administrator, to transfer the Unreleased Shares which have been forfeited pursuant to this Section 2.1 from Holder to the Company.
Forfeiture Restriction. You will completely forfeit your entire interest in the Restricted Stock (and shall receive no consideration from Oxford on account of such forfeiture) if your employment with Oxford terminates for any reason whatsoever before June 1, 2010, unless the Committee waives this forfeiture condition at the time you terminate employment, as evidenced by a written waiver adopted by the Committee.
Forfeiture Restriction. If the Recipient ceases to be employed by or in the service of the Company for any reason or for no reason, with or without cause, any Restricted Shares that did not vest pursuant to Section 2 above at or prior to the time of such termination of employment or service shall be forfeited to the Company; provided, however, that if the Recipient’s employment is terminated by the Company without Cause or by the Recipient for Good Reason after Shareholder Approval but before a Change in Control, any Restricted Shares will not be forfeited under this sentence unless a Change in Control does not subsequently occur within one year of such termination of employment or service. Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or any Employer or to continue to provide services to the Company or any Employer or to interfere in any way with the right of the Company or any Employer to terminate Recipient’s services at any time for any reason, with or without cause.
Forfeiture Restriction. (a) Subject to Section 1.3, Section 2.2(b) and Section 2.2(d), if the Participant ceases to be an employee of the Company or any Subsidiary for any reason, all of the unvested shares of Restricted Stock shall thereupon, without any further action by the Company, be forfeited immediately and released from the Forfeiture Restriction. Upon the occurrence of such forfeiture, the Company shall become the legal and beneficial owner of such forfeited shares and all rights and interests therein or relating thereto and the Company shall have the right to retain and transfer such shares to its own name.
(b) One-hundred percent of the shares of Restricted Stock shall be released from the Forfeiture Restriction on the final day of the Performance Period; provided that the Participant continues to be an employee of the Company or a Subsidiary through such date. In addition, if the vesting of any shares of Restricted Stock issued to the Participant accelerates pursuant to Section 1.3, such shares shall be fully released from the Forfeiture Restriction.
(c) Notwithstanding anything to the contrary in this Agreement, no shares of Restricted Stock or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment, or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.
Forfeiture Restriction. The Period of Restriction applicable to the RSUs shall lapse upon the earlier of (i) the date of the Participant’s death or Disability, and (ii) the first anniversary of the date on which the Participant is no longer serving on the Board.
Forfeiture Restriction. Employee shall completely forfeit any interest ----------------------- in the Restricted Stock (and shall receive no consideration from the Company on account of such forfeiture) if Employee's employment with the Company terminates for any reason whatsoever prior to the fifth anniversary of the Grant Date, unless
(a) the Committee administering the Plan in its sole discretion waives this forfeiture condition at the time of termination of employment, or (b) Employee's employment with the Company terminates by reason of disability, as determined by the Committee in its sole discretion, or death.
Forfeiture Restriction. Subject to the provisions of Section 3.2, upon Holder’s Termination of Employment, Termination of Consultancy or Termination of Directorship, as applicable, for any or no reason, all of the Unreleased Shares (as defined in Section 3.3) shall thereupon be forfeited immediately and without any further action by the Company (the “Forfeiture Restriction”). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Xxxxxx. In the event any of the Unreleased Shares are forfeited under this Section 3.1, any cash, cash equivalents, assets or securities received by or distributed to Holder with respect to, in exchange for or in substitution of such Shares and held by the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be promptly transferred by the escrow agent to the Company.
Forfeiture Restriction. 2.1 [The Restricted Stock shall vest 25% on the first anniversary of [___], 2009 and 6.25% quarterly thereafter.]
2.2 Except as provided in a Participant’s employment agreement with the Company, if Participant’s continuous service with the Company or any Subsidiary terminates for any reason or for no reason, with or without cause, any unvested Restricted Stock shall be forfeited to the Company. Notwithstanding the above, in the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s outstanding voting power is transferred, then the obligations with respect to Restricted Stock governed by this Agreement shall be assumed by any surviving corporation or acquiring corporation or such corporation shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in such sale, consolidation, merger or other transaction described herein). In the event any surviving corporation or acquiring corporation refuses to assume the obligations with respect to the Restricted Stock governed by this Agreement or to substitute similar stock awards, then with respect to Restricted Stock held by you pursuant to this Agreement and provided your continous service to the Company has not terminated, the vesting of such Restricted Stock shall be accelerated in full. In the event your continuous service to the Company has terminated at or prior to such event, your Restricted Stock covered by this Agreement shall be forfeited.
Forfeiture Restriction. The Restricted Shares shall be forfeited and revert to the Company upon the termination of Executive’s employment with the Company for any reason (the “Forfeiture Restriction”) effective upon the last date Executive performs work for the Company, unless the Forfeiture Restriction lapses before such date as described below.
