Common use of Forfeiture Restrictions Clause in Contracts

Forfeiture Restrictions. The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or Disability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage are herein referred to as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting

Forfeiture Restrictions. (a) The Restricted Performance Matching Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or DisabilityService, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Matching Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event Participant ceases to maintain continuous ownership of the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX PercentageRestricted Qualifying Shares, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Matching Shares that do not Vest pursuant to the provisions extent then subject to the Forfeiture Restrictions that is in excess of Section 4.1the number of Qualifying Shares for which Participant has maintained continuous ownership. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Matching Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) failure to maintain ownership of the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage Restricted Qualifying Shares are herein referred to as the "Forfeiture Restrictions." " (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Matching Shares. The prohibitions of this Section 3.1 4.1 shall not apply to the transfer of Restricted Performance Matching Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor therefore shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Matching Shares for all purposes of this Agreement. Vesting, and the certificate representing such stock, securities or other property shall be legended to show such restrictions.

Forfeiture Restrictions. (a) The Restricted Performance Matching Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or DisabilityService, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Matching Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event Participant ceases to maintain continuous ownership of the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX PercentageRestricted Qualifying Shares, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Matching Shares that do not Vest pursuant to the provisions extent then subject to the Forfeiture Restrictions that is in excess of Section 4.1the number of Qualifying Shares for which Participant has maintained continuous ownership. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Matching Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) failure to maintain ownership of the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage Restricted Qualifying Shares are herein referred to as the "Forfeiture Restrictions." " (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Matching Shares. The prohibitions of this Section 3.1 4.1 shall not apply to the transfer of Restricted Performance Matching Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor therefore shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Matching Shares for all purposes of this Agreement, and the certificate representing such stock, securities or other property shall be legended to show such restrictions. VestingV. VESTING

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination Participant’s Termination of Service by the Company for Cause or for the Participant's Service for reasons other than death or Disabilitymaterial breach of his Employment Agreement (both as defined in that Employment Agreement), Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Invested Capital for the Performance Period does not equal or exceed meet the Full Vesting XXX PercentagePerformance Criteria, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination Termination of Service by the Company for reasons other than death Cause or Disability for the Participant's material breach of his Employment Agreement or (ii) the Return on Equity Invested Capital for the Performance Period being less than the Full Vesting XXX Percentage Performance Criteria are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. The Restricted Performance Consultant agrees and acknowledges that the Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of by the Consultant (the "Forfeiture Restrictions"), except to the extent then subject to the Forfeiture Restrictions (have lapsed as hereinafter defined)herein provided. In the event of termination of Participant's Service this Agreement by the Company for reasons other than death or DisabilityCause (as herein defined), Participant then Consultant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage are herein referred to as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. Upon such forfeiture, Consultant shall immediately deliver the forfeited Shares to the Company for cancellation; in any event of forfeiture, however, the Company is authorized to cancel such Shares and instruct its transfer agent that such Shares have been cancelled. The prohibitions Forfeiture Restrictions shall lapse as to 822 Shares each day that Consultant has been continuously retained as a consultant by the Company hereunder from the date of this Agreement through the date that the Forfeiture Restrictions shall have lapsed as to all of the Shares. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Shares on the date this Agreement is terminated by Consultant for Good Reason (as herein defined) or by the Company for other than Cause in accordance with the provisions of Section 3.1 shall not apply 11. Consultant agrees and acknowledges that (a) the Company is authorized to instruct its transfer agent as to the transfer restrictions on sale of Restricted Performance the Shares pursuant to this Section 7 and the limitations on the number of Shares that may be sold pursuant to Section 8 below and (b) the certificates representing the Shares shall bear a plan of reorganization of legend to the Company, but effect that the stock, securities or other property received in exchange therefor shall also become Shares are subject to the Forfeiture Restrictions provisions of this Agreement including, without limitation, the restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes limitations on sale set forth in Section 7 and Section 8 of this Agreement. VestingIf Consultant shall fail to deliver any forfeited Shares to the Company as herein provided, then, in addition to any other remedy available to the Company, Consultant shall be liable to the Company for an amount equal to the highest sales price per share of Common Stock as reported on the Over-the-Counter Bulletin Board on the date of termination of this Agreement by the Company for Cause, multiplied by the number of such forfeited Shares. Each Share with respect to which the Forfeiture Restrictions have lapsed pursuant to this Agreement is hereinafter referred to as an "Unrestricted Share."

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than Succession Termination, death or Disabilitydisability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Invested Capital for the Performance Period does not equal or exceed meet the Full Vesting XXX PercentagePerformance Criteria, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than Succession Termination, death or Disability disability or (ii) the Return on Equity Invested Capital for the Performance Period being less than the Full Vesting XXX Percentage Performance Criteria are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than death or Disability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Company’s Total Shareholder Return on Equity for over the Performance Period does not equal or exceed the Full Vesting XXX Percentage75th percentile ranking compared to the Total Shareholder Return of the Peer Companies, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Company’s Total Shareholder Return on Equity for over the Performance Period being less than the Full Vesting XXX Percentage 75th percentile ranking compared to the Total Shareholder Return of the Peer Companies are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or Disabilitydeath, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage are herein referred to as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination Participant’s Termination of Service by the Company for Cause or for the Participant's Service for reasons other than death ’s material breach of his or Disabilityher employment agreement with the Company (both as defined in that employment agreement), Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Invested Capital for the Performance Period does not equal or exceed meet the Full Vesting XXX PercentagePerformance Criteria, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination Termination of Service by the Company for reasons other than death Cause or Disability for the Participant’s material breach of his or her employment agreement with the Company or (ii) the Return on Equity Invested Capital for the Performance Period being less than the Full Vesting XXX Percentage Performance Criteria are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than Succession Termination, death or Disabilitydisability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than Succession Termination, death or Disability disability or (ii) the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. The Units are subject to certain forfeiture restrictions, as described below. These restrictions are referred to in this Performance Restricted Stock Unit Agreement as the “Forfeiture Restrictions.” The Forfeiture Restrictions lapse with respect to Units as set forth in Section 4 below and the applicable provisions of the Plan. To the extent Units are no longer subject to the Forfeiture Restrictions, they are referred to in this Performance Shares Restricted Stock Unit Agreement as “Vested Units” and are treated as set forth in Section 5 below. Units subject to the Forfeiture Restrictions are referred to in this Performance Restricted Stock Unit Agreement as “Unvested Units.” No Unvested Units may not be sold, assigned, pledgedtransferred, exchanged, hypothecated pledged or otherwise transferred, encumbered or disposed of except as provided in this Performance Restricted Stock Unit Agreement and in the Plan. Any attempt to dispose of any Units in contravention of this Performance Restricted Stock Unit Agreement or the extent then subject to the Forfeiture Restrictions (as hereinafter defined)Plan shall be null and void and without effect. In the event of termination of that the Participant's ’s Service Relationship terminates for reasons other than death or Disabilityany reason, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, except as otherwise provided in the event the Return on Equity for the Plan or this Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit Restricted Stock Unit Agreement with respect to the Company the number termination by reason of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) as otherwise provided in the Return on Equity CIC Agreement, all Unvested Units shall be automatically and immediately forfeited. Notwithstanding the foregoing, if the termination of the Participant’s Service Relationship other than for death or Disability qualifies as a “separation from service” under Section 409A of the Performance Period being less than Internal Revenue Code of 1986, and such termination does not entitle the Full Vesting XXX Percentage are herein referred Participant to vesting of the Unvested Units pursuant to the CIC Agreement, the Company may permit the delivery of shares to continue in accordance with Section 4 below during such period, if any, that the Participant receives pay continuation from the Company or any Subsidiary of the Company or over such other period as the "Forfeiture Restrictions." The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the CompanyCompany may determine, but in no case shall the stockCompany permit the delivery of shares other than in accordance with the schedule set forth in Section 4 below, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vestingexcept as may otherwise be required under Section 5 hereof.

Forfeiture Restrictions. (a) The Restricted Performance Matching Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or DisabilityService, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Matching Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event Participant ceases to maintain continuous ownership of the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX PercentageRestricted Qualifying Shares, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Matching Shares that do not Vest pursuant to the provisions extent then subject to the Forfeiture Restrictions that is in excess of Section 4.1the number of Qualifying Shares for which Participant has maintained continuous ownership. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Matching Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) failure to maintain ownership of the Return on Equity for the Performance Period being less than the Full Vesting XXX Percentage Restricted Qualifying Shares are herein referred to as the "Forfeiture Restrictions." " (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Matching Shares. The prohibitions of this Section 3.1 5.1 shall not apply to the transfer of Restricted Performance Matching Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor therefore shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Matching Shares for all purposes of this Agreement. VestingAgreement and the certificates representing such stock, securities or other property shall be legended to show such restrictions.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination Participant’s Termination of Participant's Service for reasons other than death or Disabilitydisability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Invested Capital for the Performance Period does not equal or exceed meet the Full Vesting XXX PercentagePerformance Criteria, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination Termination of Service for reasons other than death or Disability disability or (ii) the Return on Equity Invested Capital for the Performance Period being less than the Full Vesting XXX Percentage Performance Criteria are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than death or Disabilitydisability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Invested Capital for the Performance Period does not equal or exceed meet the Full Vesting XXX PercentagePerformance Criteria, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability disability or (ii) the Return on Equity Invested Capital for the Performance Period being less than the Full Vesting XXX Percentage Performance Criteria are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than Succession Termination, death or Disabilitydisability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity Percentile for the Performance Period does not equal or exceed the Full Vesting XXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than Succession Termination, death or Disability disability or (ii) the Return on Equity Percentile for the Performance Period being less than the Full Vesting XXX Percentage are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's ’s Service for reasons other than death or Disability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Return on Equity for the Performance Period does not equal or exceed the Full Vesting XXX RXX Percentage, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Return on Equity for the Performance Period being less than the Full Vesting XXX RXX Percentage are herein referred to as the "“Forfeiture Restrictions." ” (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.

Forfeiture Restrictions. (a) The Restricted Performance Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Forfeiture Restrictions (as hereinafter defined). In the event of termination of Participant's Service for reasons other than death or Disability, Participant shall, for no consideration, forfeit to the Company all Restricted Performance Shares to the extent then subject to the Forfeiture Restrictions. In addition, in the event the Company's Total Shareholder Return on Equity for over the Performance Period does not equal or exceed the Full Vesting XXX Percentage75th percentile ranking compared to the Total Shareholder Return of the Peer Companies, Participant shall, for no consideration, forfeit to the Company the number of Restricted Performance Shares that do not Vest pursuant to the provisions of Section 4.1. The prohibition against transfer and the obligation to forfeit and surrender Restricted Performance Shares to the Company upon (i) termination of Service for reasons other than death or Disability or (ii) the Company's Total Shareholder Return on Equity for over the Performance Period being less than the Full Vesting XXX Percentage 75th percentile ranking compared to the Total Shareholder Return of the Peer Companies are herein referred to as the "Forfeiture Restrictions." " (b) The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Performance Shares. The prohibitions of this Section 3.1 shall not apply to the transfer of Restricted Performance Shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property received in exchange therefor therefore shall also become subject to the Forfeiture Restrictions and provisions governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Performance Shares for all purposes of this Agreement. Vesting.