Common use of Forfeiture Clause in Contracts

Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In If the event that Optionee breaches any noncompetition, nonsolicitation, and/or assignment of inventions agreement or obligations with the Company, or breaches in any material respect any nondisclosure agreement (each, a “Protective Agreement”), the Company notifies the Optionee of such breach within one (1) year following the date on which it acquires actual knowledge thereof, and such breach is not cured within the time provided for such cure under such Protective Agreement, if applicable, then, absent a contrary determination by the Board (or its designee) (i) the Employee’s employment is terminated for any reasonOptionee shall immediately forfeit to the Company the Option granted hereunder, whether by vested or unvested, and (ii) within ten (10) business days after receiving such notice from the Company, any Common Stock received pursuant to the exercise of the Option during the two (2) year period prior to the uncured breach of the Protective Agreement shall be subject to Clawback (as described herein). If, while employed by or providing services to the Company or any Affiliate, the Optionee engages in activity that constitutes fraud or other intentional misconduct and that activity directly results in any financial restatements, then (i) the Optionee shall immediately forfeit to the Company the Option, whether vested or unvested, and (ii) within ten (10) business days after receiving notice from the Company, any Common Stock received pursuant to the exercise of the Option shall be subject to Clawback. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Optionee’s activity and recover damages resulting from such activity. Further, to the extent required by Company policy or applicable law (including, without limitation, Section 304 of the Xxxxxxxx-Xxxxx Act and Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act) and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, the Option granted under this Agreement shall also be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). With respect to any shares of Common Stock subject to “Clawback” hereunder, the Optionee shall (A) forfeit and pay to Company any gain realized on the prior sale or transfer of such Common Stock and (B) at the option of the Company, either (x) sell or transfer into the market any shares of such Common Stock then held by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this AgreementOptionee and forfeit and pay to Company any gain realized thereon, or (iiiy) sell or transfer to the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber Company any shares of such Common Stock for the lesser of the Restricted Shares or then-fair market value and the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited amount paid by the Employee Optionee therefor. The Optionee’s failure to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any certificate(s) evidencing the shares of Common Stock required to be returned pursuant to this paragraph shall not preclude the Company from canceling any and all certificates representing Restricted Shares so forfeitedsuch certificate(s) and shares. AdditionallySimilarly, the Employee will deliver Optionee’s failure to pay to the Company a stock power duly executed in blank relating any cash required to be paid pursuant to this paragraph shall not preclude the Company from taking any and all certificates representing Restricted Shares forfeited legal action it deems appropriate to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedfacilitate its recovery.

Forfeiture. In If the event that Recipient breaches any noncompetition, nonsolicitation, and/or assignment of inventions agreement or obligations with the Company, or breaches in any material respect any nondisclosure agreement (each, a “Protective Agreement”), the Company notifies the Recipient of such breach within one (1) year following the date on which it acquires actual knowledge thereof, and such breach is not cured within the time provided for such cure under such Protective Agreement, if applicable, then, absent a contrary determination by the Board (or its designee) (i) the Employee’s employment is terminated for Recipient shall immediately forfeit to the Company any reasonthen-outstanding Restricted Stock Units granted hereunder, whether by vested or unvested, and (ii) within ten (10) business days after receiving such notice from the Company, any Common Stock received pursuant to this Award during the two (2) year period prior to the uncured breach of the Protective Agreement shall be subject to Clawback (as described herein). If, while employed by or providing services to the Company or any Affiliate, the Recipient engages in activity that constitutes fraud or other intentional misconduct and that activity directly results in any financial restatements, then (i) the Recipient shall immediately forfeit to the Company any then-outstanding Restricted Stock Units, whether vested or unvested, and (ii) within ten (10) business days after receiving notice from the Company, any Common Stock received pursuant to the Award shall be subject to Clawback. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Recipient’s activity and recover damages resulting from such activity. To the extent required by Company policy or applicable law (including, without limitation, Section 304 of the Xxxxxxxx-Xxxxx Act and Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act) and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, the Award granted under this Agreement shall also be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). With respect to any shares of Common Stock subject to “Clawback” hereunder, the Recipient shall (A) forfeit and pay to Company the entire value realized on the prior sale or transfer of such Common Stock and (B) at the option of the Company, either (x) sell or transfer into the market any shares of such Common Stock then held by the Employee or otherwise, voluntarily or involuntarily, other than in Recipient and forfeit and pay to Company the circumstances described in Section 2 of this Agreemententire value realized thereon, or (iiiy) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have Company any shares of such Common Stock for no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately consideration. The Recipient’s failure to return to the Company any certificate(s) evidencing the shares of Common Stock required to be returned pursuant to this paragraph shall not preclude the Company from canceling any and all certificates representing Restricted Shares so forfeitedsuch certificate(s) and shares. AdditionallySimilarly, the Employee will deliver Recipient’s failure to pay to the Company a stock power duly executed in blank relating any cash required to be paid pursuant to this paragraph shall not preclude the Company from taking any and all certificates representing Restricted Shares forfeited legal action it deems appropriate to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedfacilitate its recovery.

Forfeiture. In (a) All the event that Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the Employee’s Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is terminated no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, whether however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the CompanyCompany or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (iiib) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber If Restricted Shares are forfeited for any of the Restricted Shares or reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the Restricted Shares become subject occurrence of the event giving rise to attachment or the forfeiture; provided, however, that any similar involuntary process, then termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares that have not previously vested shall be forfeited by the Employee pursuant to the Companythis Agreement, the Employee shall thereafter have no right, title Grantee agrees to return the certificate or interest whatever in certificates for such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank relating blank. (d) Determination as to any and all certificates representing whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares forfeited to the Company Shares, in accordance with this Agreement, shall be made by the previous sentence or, if such stock power has previously been tendered to Compensation Committee of the Company, Board (the Company will be authorized to deem such previously tendered stock power delivered“Committee”), and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records determinations of the Company’s transfer agent in the name of the Employee (or a new stock certificate to Committee shall be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedfinal and conclusive.

Forfeiture. In the event that If (i) the EmployeeParticipant’s employment Service with the Company, or a Parent or Subsidiary thereof, is terminated for any reason, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee Participant or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Participant attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested shall will be forfeited by the Employee Participant to the Company, the Employee shall Participant will thereafter have no right, title or interest whatever whatsoever in such Restricted Shares, and, if . The Company unilaterally may instruct the Company’s transfer agent to adjust the stock register of the Company to reflect the forfeiture of any Restricted Shares. If the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall Participant must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will Participant must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or Participant a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If For purposes of this Agreement, neither the Restricted Shares are evidenced by a book entry made in the records transfer of the Company’s transfer agent, then Participant between any combination of the Company and its Affiliates, nor a leave of absence granted to the Participant by the Company, will be authorized to cause such book entry to be adjusted to reflect the number deemed a termination of Restricted Shares so forfeitedemployment.

Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 involuntarily or as a result of this Agreementdeath or disability, or (iiiii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited. The Restricted Shares, and any value received by the Employee pursuant to the Restricted Shares (in the form of Shares upon vesting or proceeds from the sale of such Shares), shall be subject to recovery by the Company to the extent required by, and in accordance with the terms of, any policy adopted by the Company in response to rules issued by the Securities and Exchange Commission or any stock exchange listing standard requiring recovery of incentive compensation in connection with an accounting restatement.

Forfeiture. In the event that If (i) the EmployeeDirector’s employment service as a member of the Board is terminated for any reason, whether by the Company, by the Employee Director or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Director attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee Director to the Company, the Employee Director shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee Director shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee Director will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Director (or a new stock certificate to be issued, if requested by the EmployeeDirector) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In Except as otherwise provided in this Section 2, in the event that the Participant ceases to be employed by the Company or an Affiliate and is neither a consultant of the Company or an Affiliate nor a member of the Board, (an “Eligible Grantee”) for any reason or no reason, the balance of RSUs that have not vested as of the date of such cessation will be forfeited and the Participant will have no future rights with respect to any such unvested RSUs. The Company shall determine in good faith (including in accordance with Section 409A of the Code) and in the exercise of its discretion whether the Participant has ceased to be an Eligible Grantee and the effective date of the Participant’s termination of such status, and such determinations shall be final, binding and conclusive. For the avoidance of doubt, a Participant shall remain an “Eligible Grantee” if such Participant is, and has been at all times since the Grant Date indicated on the opposite side of this Agreement, an employee of the Company or an Affiliate, a consultant of the Company or an Affiliate or a member of the Board. Notwithstanding anything in this Agreement that may be to the contrary, if the Company determines that Participant has violated any provisions set forth in the Restrictive Covenant Agreements, in addition to any and all rights and remedies set forth therein or otherwise available under law or equity, Participant covenants and agrees that: (i) the Employee’s employment is terminated for unvested portion of the RSUs will immediately be cancelled, and Participant shall automatically forfeit any reasonrights Participant may have with respect to such unvested RSUs as of the date of such determination; and (ii) the Company or its Affiliate may also take action at equity or in law to enforce the provisions of the Restrictive Covenant Agreements. Following application of this provision of the Agreement, whether Participant will continue to be bound by the Companyobligations, by the Employee or otherwise, voluntarily or involuntarily, promises and other than agreements contained in the circumstances described in Section 2 of Restrictive Covenant Agreements and this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that (ia) of a Termination of Employment of the Participant, (b) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee Participant attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the shares of Restricted Shares Stock or (c) the shares of Restricted Shares Stock become subject to attachment or any similar involuntary process, then any shares of Restricted Shares Stock that have not previously vested shall be forfeited by the Employee Participant to the Company, the Employee Participant shall thereafter have no right, title or interest whatever in such shares of Restricted SharesStock, and, if the Company does not have custody of any and all certificates representing shares of Restricted Shares Stock so forfeited, the Employee Participant shall immediately return to the Company any and all certificates representing shares of Restricted Shares Stock so forfeited. Additionally, the Employee Participant will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing shares of Restricted Shares Stock forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing shares of Restricted Shares Stock so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Participant (or a new stock certificate to be issued, if requested by the EmployeeParticipant) evidencing any Shares shares that vested prior to forfeiture. If the shares of Restricted Shares Stock are evidenced by a book book-entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book book-entry to be adjusted to reflect the number of shares of Restricted Shares Stock so forfeited.

Forfeiture. In the event that If (ia) the Employee’s employment with the Company, or a parent or subsidiary thereof, is terminated for any reason, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiib) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested shall (including pursuant to Section 3 of this Agreement) will be forfeited by the Employee to the Company, the Employee shall will thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that If (i) the EmployeeDirector’s employment service as a member of the Board is terminated for any reason, whether by the Company, by the Employee Director or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Director attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee Director to the Company, the Employee Director shall thereafter have no right, title or interest whatever whatsoever in such Restricted Shares (and any dividends accrued with respect to such Restricted Shares), and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee Director shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee Director will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Director (or a new stock certificate to be issued, if requested by the EmployeeDirector) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that If (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sellpledge, encumber, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares (except as permitted by Section 1(b) of this Agreement) or the Restricted Shares become subject to attachment or any similar involuntary processprocess in violation of this Agreement, then or (ii) the Employee’s employment with the Company or an Affiliate (A) is terminated for Cause, (B) terminates under the circumstances covered by Section 2(c) of the Agreement and either (1) the conditions or restrictions of such Section are not satisfied or (2) the conditions or restrictions of such Section are satisfied but the Employee subsequently violates any of them or (C) terminates under the circumstances covered by Section 2(d) of this Agreement, then, subject to Section 5 of this Agreement, any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited. “Cause” means (i) the Employee’s continued failure to substantially perform his or her duties with the Company or an Affiliate after written demand for substantial performance is delivered to the Employee, (ii) the Employee’s conviction of a crime (including misdemeanors) that, in the Company’s determination, impairs the Employee’s ability to perform his or her duties with the Company or an Affiliate, (iii) the Employee’s violation of any policy of the Company or an Affiliate that the Company deems material, (iv) the Employee’s violation of any securities law, rule or regulation that the Company deems material, (v) the Employee’s engagement in conduct that, in the Company’s determination, exposes the Company or an Affiliate to civil or regulatory liability or injury to their reputations, (vi) the Employee’s engagement in conduct that would subject the Employee to statutory disqualification pursuant to Section 15(b) of the Exchange Act and the regulations promulgated thereunder, or (vii) the Employee’s gross or willful misconduct, as determined by the Company.

Forfeiture. In the event that (i) of either of the Employee’s employment is terminated for parties failing to effect payment of any reasonamount due in respect of this agreement on due date, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 event of this Agreement, or (iii) either of the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber parties committing a breach of any of the Restricted Shares other terms of this agreement and the defaulting party failing to remedy such breach within 7 (seven) days of delivery by the aggrieved party to the defaulting party of written notice to do so, the aggrieved party shall have the right at any time, without further notice and without prejudice to any other powers or rights which he may have by law or by virtue of this contract : xxx for specific performance in terms of this agreement and obtain payment of any amounts outstanding at the date of such breach of this agreement; or to cancel this contract by giving the defaulting party written notice of such cancellation, and in the event that the defaulting party is the SELLER, to claim damages or, in the event that the defaulting party is the PURCHASER: he has already obtained occupation of the Property, the PURCHASER shall be obliged to vacate the Property immediately and to procure that the Property shall be vacated by any persons who occupy it through the PURCHASER's permission and place the SELLER in possession and vacant occupation thereof in the same condition as on the date of occupation thereof by the PURCHASER; and the PURCHASER shall forfeit as rouwkoop or pre-liquidated damages to the SELLER the deposit and any other amount or amounts which have already been paid by him to the SELLER’s attorneys or to the SELLER; or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested SELLER shall be entitled to claim damages only, in which event the SELLER shall be entitled to retain the deposit and any amount or amounts already paid to it or to the Seller’s Conveyancers, and to set them off against the SELLER's damages incurred; and where the PURCHASER has forfeited the deposit and/or other amounts in favour of the SELLER or the SELLER has become entitled to retain the deposit and/or other amounts paid to the Seller’s Conveyancer, the SELLER shall be entitled to claim payment of such amounts held by the Employee Seller’s Conveyancers, on demand. The defaulting party shall pay all legal and other costs, including costs on the attorney and client scale, incurred by the aggrieved party in successfully enforcing the provisions of this contract or to act against the defaulting party in terms of this agreement. It is specifically recorded that should any breach by the defaulting party occur at a time critical to the Companyregistration procedure, the Employee aggrieved party shall thereafter have no right, title or interest whatever in be entitled to require the defaulting party to remedy such Restricted Shares, and, if the Company does not have custody breach within a period of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered24 (TWENTY FOUR) hours, and not within the Company will be authorized to cancel 7 (SEVEN) days period provided for above upon cancellation of this contract for any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedreason whatsoever.

Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares (and any dividends accrued with respect to such Restricted Shares), and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that If (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sellpledge, encumber, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares (except as permitted by Section 1(b) of this Agreement) or the Restricted Shares become subject to attachment or any similar involuntary processprocess in violation of this Agreement, or (ii) the Employee’s employment with the Company or an Affiliate (A) is terminated for Cause or (B) terminates under the circumstances covered by Section 2(c) of this Agreement and the Employee subsequently violates any of the restrictions contained in such Section, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited. “Cause” means (i) the Employee’s continued failure to substantially perform his or her duties with the Company or an Affiliate after demand for substantial performance is delivered to the Employee, (ii) the Employee’s conviction of a crime (including misdemeanors) that, in the Company’s determination, impairs the Employee’s ability to perform his or her duties with the Company or an Affiliate, (iii) the Employee’s violation of any policy of the Company or an Affiliate that the Company deems material, (iv) the Employee’s violation of any securities law, rule or regulation that the Company deems material, (v) the Employee’s engagement in conduct that, in the Company’s determination, exposes the Company or an Affiliate to civil or regulatory liability or injury to their reputations, (vi) the Employee’s engagement in conduct that would subject the Employee to statutory disqualification pursuant to Section 15(b) of the Exchange Act and the regulations promulgated thereunder, or (vii) the Employee’s gross or willful misconduct, as determined by the Company.

Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 involuntarily or as a result of this Agreementdeath or disability, or (iiiii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In If, before the event Distribution Date, (a) Deer Valley or DVHB terminates a Seller’s employment for Cause (as defined in each Employment Agreement), (b) a Seller terminates his employment with DVHB prior to the five (5) year term of each Employment Agreement, or (c) a Seller breaches the terms of a Non-Competition Agreement (in each case, a “Forfeiture Event”), then, upon written notice by Deer Valley or DVHB to such Seller, such Seller (a “Forfeiting Seller”) shall have forfeited his interest in the Escrowed Shares and related Price Guarantee Payment, if any (the “Forfeited PATA Interest”). Upon a Forfeiture Event, (y) fifty (50%) percent of the Forfeited PATA Interest shall be immediately released from the Price Adjustment Target Account to Deer Valley, and (z) the remaining fifty (50%) percent of the Forfeited PATA Interest (including the Price Guarantee Payment, if any) shall be allocated to the remaining Seller’s pro-rata according to Exhibit “A”, as amended, and distributed accordingly on the Distribution Date. Upon a Forfeiture Event, Exhibit “A” shall be deemed amended to reflect that the Forfeiting Seller’s interest has been allocated to the remaining Sellers, as follows: each remaining Seller’s percentage interest shall equal (i) the Employeenumber of shares stated next to such Seller’s employment is terminated for any reason, whether name on Exhibit “A,” divided by (ii) the total number of shares held by all Sellers less the shares held by the CompanyForfeiting Seller. Notwithstanding anything to the contrary, by a Forfeiture Event shall not affect any cash distributions made prior to the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any date of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedForfeiture Event.

Forfeiture. In the event that event, in any case prior to the vesting of any shares of Restricted Stock, of (i1) a termination of employment of the Employee’s employment is terminated Participant other than Without Cause or for any reason, whether Good Reason (in either case as determined by the CompanyCommittee), by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii2) the Employee attempts Participant attempting to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any unvested shares of the Restricted Shares Stock or the (3) any unvested shares of Restricted Shares become Stock becoming subject to attachment or any similar involuntary process, then any unvested shares of Restricted Shares that have not previously vested Stock shall be forfeited by the Employee Participant to the Company, the Employee Participant shall thereafter have no right, title or interest whatever in such shares of Restricted SharesStock, and, if the Company does not have custody of any and all certificates representing shares of Restricted Shares Stock so forfeited, the Employee Participant shall immediately return to the Company any and all certificates representing shares of Restricted Shares Stock so forfeited. Additionally, the Employee Participant will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing shares of Restricted Shares Stock forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing shares of Restricted Shares Stock so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Participant (or a new stock certificate to be issued, if requested by the EmployeeParticipant) evidencing any Shares shares that vested prior to forfeiture. If the shares of Restricted Shares Stock are evidenced by a book book-entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book book-entry to be adjusted to reflect the number of shares of Restricted Shares Stock so forfeited.

Forfeiture. In (a) On the event that date of any Cessation (ias defined below) the Employeeof Grantee’s employment is terminated for any reason, whether by (the Company, by “Termination Date”) before the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts Forfeiture Restrictions lapse with respect to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or in accordance with Section 3, all of the Restricted Shares become that are then subject to attachment or any similar involuntary process, the Forfeiture Restrictions (the “Unvested Restricted Shares”) shall then any Restricted Shares that have not previously vested shall automatically be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any Grantee and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The “Cessation” of Grantee’s employment with the Company is any cessation of Grantee’s full-time employment with the Company and its Subsidiaries for any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, except for any (i) transfer of employment between or among the Company or any of its Subsidiaries, or (ii) any sick leave, military leave, or any other temporary personal leave of absence authorized by the Company. (b) In addition, if Grantee breaches any of the terms and conditions of this Agreement or the Plan, or any rules, regulations, policies, and procedures of the Committee for this Agreement or the Plan, all certificates representing of the Unvested Restricted Shares so forfeited. Additionallyas of the date of such breach shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (c) Grantee, by his acceptance of the Employee will deliver Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a stock power duly executed in blank relating of attorney to transfer any and all certificates representing Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in accordance connection with the previous sentence or, if such stock power has previously been tendered forfeiture and transfer. Grantee shall have no further right to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel or interest in any and all certificates representing Unvested Restricted Shares that are so forfeited and to cause a book entry to be made in transferred. The Parties expressly agree that these provisions governing the records forfeiture and transfer of the Company’s transfer agent in the name of the Employee (or a new stock certificate to Unvested Restricted Shares shall be issued, if requested specifically enforceable by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by Company in a book entry made in the records court of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedequity or law.

Forfeiture. In the event that (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In The Grantee shall forfeit all of the event that Restricted Stock Units and any right under this Agreement to receive Common Stock upon the occurrence of any the following events before the expiration of the Period of Restriction: · Termination of employment with the Company or its subsidiaries for any reason. Notwithstanding the foregoing, no forfeiture shall occur if termination of employment with the Company is due to death, Disability (ias defined under the then established rules of the Company or any of its subsidiaries, as the case may be) or is pursuant to either Section 5(a) or (b) of Grantee’s Special Severance Agreement dated _______________. · Any attempt to sell, transfer, pledge, or assign the EmployeeRestricted Stock Units or the right to receive the Common Stock issuable under the Restricted Stock Units in violation of this Agreement. If the Grantee’s employment is involuntary terminated under conditions in which the Grantee qualifies for and elects benefits under the Company’s Severance Benefits Plan, or if the Grantee retires (as defined under the then established rules of the Company or any reasonof its subsidiaries, whether as the case may be), the Restricted Stock Units in this Agreement will be forfeited and payable as follows, subject to Section 3.8 of the Plan: · If the Grantee’s employment terminates prior to three full years after the Date of Grant, all Restricted Stock Units and any Restricted Stock Units earned as Dividend Equivalents will be forfeited. · If the Grantee’s employment terminates three full years or more after the Date of Grant, the Grantee will be entitled to a prorated number Restricted Stock Units. The prorated number of Restricted Stock Units will be determined by multiplying the number of shares initially awarded by the Companynumber of full months served after the date of grant, divided by sixty months. Additionally, the Employee or otherwiseGrantee will be entitled to all Restricted Stock Units earned as Dividend Equivalents on this Award, voluntarily or involuntarilyas of the date of termination. The remaining portion of Restricted Stock Units initially granted will be forfeited. The prorated portion will be issued as soon as practicable after the termination, other than in subject to satisfying the circumstances described in Section 2 applicable tax withholding requirements. Upon the occurrence of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or above before the expiration of the Period of Restriction, the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested Stock Units shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return Grantee to the Company any and all certificates representing the Grantee’s interest in the Restricted Shares so forfeited. AdditionallyStock Units and the Common Stock issuable under the Restricted Stock Units, including the Employee will deliver right to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company receive Dividend Equivalents (as defined below) shall terminate immediately in accordance with the previous sentence orforegoing, if unless such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made forfeiture is waived in the records sole discretion of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedCommittee.

Forfeiture. In the event that If (i) the Employee’s employment with the Company, or a parent or subsidiary thereof, is terminated for any reason, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested shall will be forfeited by the Employee to the Company, the Employee shall will thereafter have no right, title or interest whatever whatsoever in such Restricted Shares, and, if . The Company unilaterally may instruct the Transfer Agent to adjust the stock register of the Company to reflect the forfeiture of any Restricted Shares. If the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If For purposes of this Agreement, neither the Restricted Shares are evidenced by a book entry made in the records transfer of the Company’s transfer agent, then Employee between any combination of the Company will and its Affiliates, nor a leave of absence granted to the Employee by the Company, shall be authorized to cause such book entry to be adjusted to reflect the number deemed a termination of Restricted Shares so forfeitedemployment.

Forfeiture. In (a) Upon Cessation (as defined below) of Holder’s Service with the event that Company (ithe “Termination Date”) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any before all of the Restricted Shares or the become Vested Restricted Shares, all Unvested Restricted Shares become subject to attachment as of the Termination Date shall, without further action of any kind by the Company or any similar involuntary processHolder, then any be forfeited. Unvested Restricted Shares that are forfeited shall be deemed to be immediately transferred to the Company without any payment by the Company or action by Holder, and the Company shall have not previously vested the full right to cancel any evidence of Holder’s ownership of such forfeited Unvested Restricted Shares and to take any other action necessary to demonstrate that Holder no longer owns such forfeited Unvested Restricted Shares automatically upon such forfeiture. Following such forfeiture, Holder shall have no further rights with respect to such forfeited Unvested Restricted Shares. The “Cessation” of Holder’s Service with the Company is any cessation of Holder’s Service with the Company for any reason or under any circumstances other than due to Holder’s death or Disability, and except for any sick leave, military leave, or any other temporary personal leave of absence authorized by the Company. Notwithstanding anything to the contrary in this Agreement, the Unvested Restricted Shares shall become Vested Restricted Shares upon Holder’s termination of Service due to death or Disability or upon a Change in Control of the Company, provided that Holder shall have been in continuous Service since the Award Date. (b) In addition, if Holder breaches any of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Board for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any Holder and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return returned and delivered to the Company without any obligation of the Company to pay any amount to Holder or to any other person or entity and all certificates representing without any further action by Holder. (c) Holder, by his acceptance of the Restricted Shares so forfeited. AdditionallyShare Award awarded under this Agreement, the Employee will deliver irrevocably grants to the Company a stock power duly executed in blank relating of attorney to transfer any and all certificates representing Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in accordance connection with such forfeiture and transfer. The Parties expressly agree that these provisions governing the previous sentence or, if such stock power has previously been tendered to forfeiture and transfer of the Company, Unvested Restricted Shares shall be specifically enforceable by the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause in a book entry to be made in the records court of the Company’s transfer agent in the name of the Employee (equity or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedlaw.

Forfeiture. In the event that If (ia) the Employee’s employment with the Company, or a parent or subsidiary thereof, is terminated for any reason, except for death or disability, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiib) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the DSUs or Restricted Shares or the DSUs or Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then (i) any DSUs for which Restricted Shares have not been issued will be forfeited by the Employee and the Employee will thereafter have no right, title or interest whatsoever in such DSUs and (ii) any Restricted Shares that have not previously vested shall will be forfeited by the Employee to the Company, the Employee shall will thereafter have no right, title or interest whatever whatsoever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If For purposes of this Agreement, neither the Restricted Shares are evidenced by a book entry made in the records transfer of the Company’s transfer agent, then Employee between any combination of the Company will and its Affiliates, nor a leave of absence granted to the Employee by the Company, shall be authorized to cause such book entry to be adjusted to reflect the number deemed a Termination of Restricted Shares so forfeitedEmployment.

Forfeiture. In the event that If (i) the EmployeeParticipant’s employment Service is terminated for any reason, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee Participant or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Participant attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested shall will be forfeited by the Employee Participant to the Company, and the Employee shall Participant will thereafter have no right, title or interest whatever whatsoever in such Restricted Shares, and, if . The Company unilaterally may instruct the Company’s transfer agent to adjust the stock register of the Company to reflect the forfeiture of any Restricted Shares. If the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall Participant must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will Participant must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or Participant a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If For purposes of this Agreement, neither the Restricted Shares are evidenced by a book entry made in the records transfer of the Company’s transfer agent, then Participant between any combination of the Company and its Affiliates, nor a leave of absence granted to the Participant by the Company, will be authorized to cause such book entry to be adjusted to reflect the number deemed a termination of Restricted Shares so forfeitedemployment.

Forfeiture. You acknowledge that an essential purpose of the grant of the Option is to ensure the utmost fidelity by yourself to the Company’s interests and to your diligent performance of all of your understandings and commitments to the Company. Accordingly, NEITHER YOU NOR ANY PERMITTED TRANSFEREE MAY EXERCISE THE OPTION EITHER DURING OR AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION, BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS CONDUCT” (AS HEREINAFTER DEFINED). If your employment with the Company terminates with “Cause” (as hereinafter defined), due to a resignation by you without “Good Reason” (as hereinafter defined), or due to your retirement (which is considered resignation by you without Good Reason), all unvested Option Shares shall be canceled and forfeited as of the date of such termination. In the event that of any such determination: (i) the Employee’s employment Option shall terminate and be forfeited as of the date of such determination; and (ii) Optionee (and/or, if applicable, any Permitted Transferee) shall (a) sell back to the Company all Shares that are held, as of the date of such determination, by Optionee (and/or, if applicable, any Permitted Transferee) and that were acquired upon exercise of the Option on or after the date which is terminated 180 days prior to the date of such conduct (Shares so acquired, the “Acquired Shares”), for a per share price equal to the Per Share Option Price of the Option, and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by Optionee (and/or, if applicable, by any reasonPermitted Transferee), repay to the Company the excess of the aggregate Fair Market Value (as defined in the Plan) of such Acquired Shares on the date of such sale or disposition over the aggregate Per Share Option Price with respect to the Acquired Shares. For purposes of the preceding clause (ii)(b) of this Section 7, the amount of the repayment described therein shall not be affected by whether by Optionee (and/or, if applicable, any Permitted Transferee) received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 means of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber offset against any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited amount owed by the Employee Company to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence Optionee (or, if such stock power has previously been tendered to the Companyapplicable, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedPermitted Transferee).

Forfeiture. In the event that If (i) the EmployeeRecipient’s employment with the Company is terminated for any reason, whether by the Company, by the Employee Recipient or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Recipient attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee Recipient to the Company, the Employee Recipient shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee Recipient shall immediately return to the Company * Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future. any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee Recipient will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Recipient (or a new stock certificate to be issued, if requested by the EmployeeRecipient) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In The Grantee shall forfeit all of the event that Restricted Stock Units and any right under this Agreement to receive Common Stock upon the occurrence of any of the following events before the expiration of the Period of Restriction: · Termination of employment with the Company or its subsidiaries for any reason. Notwithstanding the foregoing, no forfeiture shall occur if termination of employment with the Company is due to death, Disability (i) as defined under the Employeethen established rules of the Company or any of its subsidiaries, as the case may be), or occurs at anytime following a Change of Control under circumstances where the Grantee is involuntarily terminated and would qualify for, elect to accept an employer severance benefit, if offered, and execute an agreement to release the Company in full against any and all claims as required by the arrangement or plan providing the employer severance benefit. · Any attempt to sell, transfer, pledge, or assign the Restricted Stock Units or the right to receive the Common Stock issuable under the Restricted Stock Units in violation of this Agreement. If the Grantee’s employment is involuntary terminated for under conditions in which the Grantee qualifies for, elects to accept an employer severance benefit, if offered, and executes an agreement to release the Company in full against any reason, whether and all claims as required by the Companyarrangement or plan providing the employer severance benefit; or if the Grantee retires (as defined under the then established rules of the Company or any of its subsidiaries, as the case may be); or if the Grantee continues to be employed by FE but ceases to be employed in an executive position during the three-year Performance Period the Restricted Stock Units in this Agreement will be forfeited and payable as follows, subject to Section 3.8 of the Plan: · If the Grantee’s employment terminates prior to a full month after the Date of Grant, all Restricted Stock Units and any Restricted Stock Units earned as Dividend Equivalents will be forfeited. · If the Grantee’s employment terminates a full month or more after the Date of Grant, the Grantee will be entitled to a prorated number of Restricted Stock Units. The number of shares to be prorated will be calculated as of the March 3, 2011 vesting date by multiplying the number of shares initially awarded and all Dividend Equivalents earned through the vesting date, by the Employee number of full months served after the date of grant, divided by thirty-six months. The prorated shares will then be adjusted upward or otherwisedownward by the performance factors in accordance with the provisions under the caption “Performance Adjusted Restricted Stock Units”, voluntarily or involuntarily, other than in (as determined by the circumstances described in Section 2 Compensation Committee). All fractional shares will be rounded up to the next full shares. The remaining portion of this Agreement, or (iii) Restricted Stock Units initially granted and all associated Dividend Equivalents will be forfeited. Upon the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber occurrence of any of the Restricted Shares or above events (for which no exception has been made as set forth above) before the expiration of the Period of Restriction, the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested Stock Units shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return Grantee to the Company any and all certificates representing the Grantee’s interest in the Restricted Shares so forfeited. AdditionallyStock Units and the Common Stock issuable under the Restricted Stock Units, including the Employee will deliver right to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company receive Dividend Equivalents (as defined below) shall terminate immediately in accordance with the previous sentence orforegoing, if unless such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made forfeiture is waived in the records sole discretion of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issuedCommittee. However, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry Stock Units not forfeited shall continue to be adjusted for performance in accordance with the provisions under the caption "Performance Adjusted Restricted Stock Units" above and shall include the right to reflect the number of Restricted Shares so forfeitedreceive Dividend Equivalents.

Forfeiture. In 23.1 If any Member fails to pay any call or instalment or any money payable under the terms of allotment of a Share on or before the due date, the Directors may, during such time as the call or instalment remains unpaid, serve a notice on that Member requiring him or her to pay the amount due, together with any interest accrued, and all expenses incurred by the Company by reason of the non-payment. 23.2 The notice referred to in CLAUSE 23.1 must: (a) specify a day (not being less than 7 days from the date of the notice) and a place or places, on and at which the call or instalment, interest and expenses, are to be paid; and (b) state that in the event that (i) of non-payment at or before the Employee’s employment time and the place appointed, the Shares in respect of which the call was made or the instalment is terminated for any reasonpayable, whether by the Companywill be liable to be forfeited, by the Employee or otherwise, voluntarily or involuntarily, other than including all Dividends declared in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any respect of the Restricted Share and not actually paid prior to the forfeiture. 23.3 If the requirements of a notice referred to in clause 23.1 are not complied with, the relevant Shares may at any time thereafter, but before payment of all calls or the Restricted Shares become subject to attachment or any similar involuntary processinstalments, then any Restricted Shares that have not previously vested shall interest and expenses due in respect of those Shares, be forfeited by a Resolution of the Employee Directors to that effect. Such forfeiture will include all Dividends declared in respect of the forfeited Shares, and not actually paid prior to the Companyforfeiture. 23.4 When a Share is so forfeited under clause 23.3, notice of the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return Resolution will be given to the Company any relevant Member and all certificates representing Restricted Shares so forfeited. Additionally, an entry of the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, forfeiture and the Company date of the forfeiture will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records Register as soon as practicable. 23.5 Any Shares forfeited will be deemed to be the property of the Company’s , and the Directors may hold, sell, re-allot or otherwise dispose of those Shares in such manner as they may think fit. 23.6 If any forfeited Shares are sold: (a) any residue after the satisfaction of the monies due and unpaid in respect of the Shares and accrued interest and expenses, will be paid to the person forfeiting or his or her representatives or as the person forfeiting or his or her representatives may direct; (b) the Company may receive the consideration and may execute a transfer agent of the Share in favour of the person to whom the Share is sold or disposed of; (c) that person is then to be registered as the holder of the Share; (d) the new holder of the Share will not be bound to see to the application of the purchase money; and (e) the title of the new holder of the Share will not be effected by any irregularity or invalidity in connection with the forfeiture, sale, or disposal of the Share. 23.7 The Directors may, at any time before any forfeited Share has been sold, re-allotted, or otherwise disposed of, annul the forfeiture upon such conditions as they may think fit. 23.8 Any Member or the representative of a deceased Member whose Shares have been forfeited will, notwithstanding, be liable to pay, and will immediately pay, to the Company all calls, instalments, interest and expenses owing on or in respect of those Shares at the time of the forfeiture, together with interest on such amount, from the time of forfeiture until payment, at the rate, not exceeding 20% per annum, determined by the Directors, and the Directors may enforce the payment of all or part of such monies if they think fit, but will not be obliged to do so. 23.9 The provisions of this Constitution as to forfeiture apply in the name case of non-payment of any sum that, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records nominal amount of the Company’s transfer agentShare, then or by way of premium, as if the Company will be authorized to cause such book entry to be adjusted to reflect the number sum had been payable by virtue of Restricted Shares so forfeited.a call duly made and notified. 23A SALE OF NON-MARKETABLE PARCELS 23A.1 In this CLAUSE 23A:

Forfeiture. In the event that event, in any case prior to the vesting of any shares of Restricted Stock, of (i1) a termination of employment of the EmployeeParticipant other than Without Cause or for Good Reason or as a result of Participant’s employment is terminated for Disability (in any reason, whether such case as determined by the CompanyCommittee) or as a result of the Participant’s death, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii2) the Employee attempts Participant attempting to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any unvested shares of the Restricted Shares Stock or the (3) any unvested shares of Restricted Shares become Stock becoming subject to attachment or any similar involuntary process, then any unvested shares of Restricted Shares that have not previously vested Stock shall be forfeited by the Employee Participant to the Company, the Employee Participant shall thereafter have no right, title or interest whatever in such shares of Restricted SharesStock, and, if the Company does not have custody of any and all certificates representing shares of Restricted Shares Stock so forfeited, the Employee Participant shall immediately return to the Company any and all certificates representing shares of Restricted Shares Stock so forfeited. Additionally, the Employee Participant will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing shares of Restricted Shares Stock forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing shares of Restricted Shares Stock so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Participant (or a new stock certificate to be issued, if requested by the EmployeeParticipant) evidencing any Shares shares that vested prior to forfeiture. If the shares of Restricted Shares Stock are evidenced by a book book-entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book book-entry to be adjusted to reflect the number of shares of Restricted Shares Stock so forfeited.

Forfeiture. In the event that If (i) the EmployeeRecipient’s employment with the Company is terminated for any reason, whether by the Company, by the Employee Recipient or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Recipient attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee Recipient to the Company, the Employee Recipient shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee Recipient shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee Recipient will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Recipient (or a new stock certificate to be issued, if requested by the EmployeeRecipient) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. You acknowledge that an essential purpose of the grant of the Option is to ensure the utmost fidelity by yourself to the Company’s interests and to your diligent performance of all of your understandings and commitments to the Company. Accordingly, NEITHER YOU NOR ANY PERMITTED TRANSFEREE MAY EXERCISE THE OPTION EITHER DURING OR AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY IF THE COMPANY, IN ITS SOLE DISCRETION, BELIEVES THAT YOU HAVE AT ANY TIME ENGAGED IN “INJURIOUS CONDUCT” (AS HEREINAFTER DEFINED). In the event that of any such determination: (i) the Employee’s employment Option shall terminate and be forfeited as of the date of such determination; and (ii) Optionee (and/or, if applicable, any Permitted Transferee) shall (a) sell back to the Company all Shares that are held, as of the date of such determination, by Optionee (and/or, if applicable, any Permitted Transferee) and that were acquired upon exercise of the Option on or after the date which is terminated 180 days prior to the date of such conduct (Shares so acquired, the “Acquired Shares”), for a per share price equal to the Per Share Option Price of the Option, and (b) to the extent such Acquired Shares have previously been sold or otherwise disposed of by Optionee (and/or, if applicable, by any reasonPermitted Transferee), repay to the Company the excess of the aggregate Fair Market Value (as defined in the Plan) of such Acquired Shares on the date of such sale or disposition over the aggregate Per Share Option Price with respect to the Acquired Shares. For purposes of the preceding clause (ii)(b) of this Section 7, the amount of the repayment described therein shall not be affected by whether by Optionee (and/or, if applicable, any Permitted Transferee) received such Fair Market Value with respect to such sale or other disposition, and repayment may, without limitation, be effected, at the discretion of the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 means of this Agreement, or (iii) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber offset against any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited amount owed by the Employee Company to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence Optionee (or, if such stock power has previously been tendered to the Companyapplicable, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeitedPermitted Transferee).

Forfeiture. In the event that If (i) the Employee’s employment is terminated for any reason, whether by the Company, by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iii) the Employee attempts to sellpledge, encumber, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares (except as permitted by Section 1(b) of this Agreement) or the Restricted Shares become subject to attachment or any similar involuntary processprocess in violation of this Agreement, (ii) the Employee’s employment with the Company or an Affiliate (A) terminates under the circumstances covered by Section 2(c) of the Agreement and either (1) the conditions or restrictions of such Section are not satisfied or (2) the conditions or restrictions of such Section are satisfied but the Employee subsequently violates any of them or (B) terminates under the circumstances covered by Section 2(d) of this Agreement, (iii) the Target Achievement Date has not occurred on or before April 30, 2013, (iv) the Committee exercises its discretion under the circumstances covered by Section 2(f) of this Agreement to declare that all or any portion of the Restricted Shares shall cease vesting and be forfeited, or (v) a Change in Control occurs, then any Restricted Shares that have not previously vested and do not vest pursuant to Section 5 of this Agreement shall be forfeited by the Employee to the Company, the Employee shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that If (i) the EmployeeDirector’s employment service as a member of the Board is terminated for any reason, whether by the Company, by the Employee Director or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiiii) the Employee Director attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, then any Restricted Shares that have not previously vested shall be forfeited by the Employee Director to the Company, the Employee Director shall thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee Director shall immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee Director will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee Director (or a new stock certificate to be issued, if requested by the EmployeeDirector) evidencing any Shares that vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.

Forfeiture. In the event that If (ia) the Employee’s employment with the Company, or a parent or subsidiary thereof, is terminated for any reason, whether by the CompanyCompany with or without cause, voluntarily or involuntarily by the Employee or otherwise, voluntarily or involuntarily, other than in the circumstances described in Section 2 of this Agreement, or (iiib) the Employee attempts to sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber of any of the Restricted Shares or the Restricted Shares become subject to attachment or any similar involuntary process, in violation of this Agreement, then any Restricted Shares that have not previously vested shall (including pursuant to Section 3 of this Agreement) will be forfeited by the Employee to the Company, the Employee shall will thereafter have no right, title or interest whatever in such Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so forfeited, the Employee shall must immediately return to the Company any and all certificates representing Restricted Shares so forfeited. Additionally, the Employee will must deliver to the Company a stock power duly executed in blank relating to any and all certificates representing Restricted Shares forfeited to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so forfeited and issue and deliver to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing for any Shares that which vested prior to forfeiture. If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so forfeited.