Common use of Forfeiture Upon Termination of Service Clause in Contracts

Forfeiture Upon Termination of Service. (a) Upon an Involuntary Termination not in connection with or following a Sale Transaction, and in order to provide Participant with vesting credit for each month actually served and also consistent with and in satisfaction of Section 2(b)(iv) of the Severance Agreement, Participant shall, in addition to any vesting that has occurred for Service performed on or before the date of termination of Service, become vested as of the date of termination of Service in a number of Shares of Restricted Stock equal to the sum of (i) the Shares of Restricted Stock scheduled to vest on each scheduled vesting date that occurs during the period ending 183 days after the date of termination of Service (the “Extended Vesting Period”), plus (ii) the product obtained by multiplying the number of shares scheduled to vest on the scheduled vesting date next following the end of the Extended Vesting Period by a fraction, the numerator of which is the number of months from the last vesting date that occurs before the end of the Extended Vesting Period to the end of the Extended Vesting Period, and the denominator of which is the number of months from the last vesting date that occurs before the end of the Extended Vesting Period to the scheduled vesting date next following the end of the Extended Vesting Period. For these purposes, a month means the period from the date of one calendar month to the same date of the next calendar month (e.g. from May 15 to June 15), or the last day of the next calendar month if the date is the 29th, 30th, or 31st and the next calendar month does not have at least 29, 30 or 31 days, as the case may be. If such Involuntary Termination occurs prior to November 15, 2014, then Participant shall be deemed to have remained employed through November 15, 2014 solely for the purpose of receiving a distribution of Shares of Restricted Stock on such date. (b) Upon Participant’s death or Disability (as defined in the Severance Agreement), and in order to provide Participant with vesting credit for each month actually served and also consistent with and in satisfaction of Section 2(d) of the Severance Agreement, Participant shall, in addition to any vesting that has occurred for Service performed on or before the date of Termination of Service, become vested as of the date of termination of Service in a number of Shares of Restricted Stock equal to the sum of (i) the Shares of Restricted Stock scheduled to vest on each scheduled vesting date that occurs during the period ending 365 days after the date of termination of Service (the “Extended Vesting Period”), plus (ii) the product obtained by multiplying the number of shares scheduled to vest on the scheduled vesting date next following the end of the Extended Vesting Period by a fraction, the numerator of which is the number of months from the last vesting date that occurs before the end of the Extended Vesting Period to the end of the Extended Vesting Period, and the denominator of which is the number of months from the last vesting date that occurs before the end of the Extended Vesting Period to the scheduled vesting date next following the end of the Extended Vesting Period. For these purposes, a month means the period from the date of one calendar month to the same date of the next calendar month (e.g. from May 15 to June 15), or the last day of the next calendar month if the date is the 29th, 30th, or 31st and the next calendar month does not have at least 29, 30 or 31 days, as the case may be. If such termination due to death or Disability occurs prior to November 15, 2014, then Participant shall be deemed to have remained employed through November 15, 2014 solely for the purpose of receiving a distribution of Shares of Restricted Stock on such date. (c) Involuntary Termination in connection with or following a Sale Transaction will be handled in accordance with Section 13 below. (d) If Participant ceases to remain in Service for any reason other than as described in Section 7(a), 7(b) or 7(c) above, the then-unvested Shares of Restricted Stock will thereupon be forfeited and automatically reacquired by the Company at no cost to the Company and Participant will have no further rights with respect to such forfeited Shares.