Common use of INJURIOUS CONDUCT Clause in Contracts

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, then (i) no option issued to Optionee under the Plan may be exercised after such determination (even if fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee under the Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction applicable to Option Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee and Optionee shall pay over to the Company in cash the amount of any benefits so received by Optionee or deliver to the Company any Shares so received by Optionee and still owned by Optionee (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s Service or during the year following termination of Optionee’s Service, shall not relieve Optionee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically explicitly provided by the Option Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, then (i) no option Unit Shares shall be issued to Optionee Grantee in connection with the settlement of a Restricted Stock Unit Award under the Plan may be exercised after such determination (even if such Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Unit Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee)Award, and (ii) any such unsettled option Restricted Stock Unit Award shall be forfeited and shall terminate and any such Option Unit Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Restricted Stock Units Unit Awards and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Restricted Stock Units Unit Awards were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option a Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, any benefits realized by Optionee Grantee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so received by Optionee Grantee or deliver to the Company any Shares so received by Optionee Grantee and still owned by Optionee Grantee (provided, however, that the foregoing shall not require the forfeiture of or excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee Grantee has engaged in Injurious Conduct during OptioneeXxxxxxx’s Service or during the year following termination of OptioneeGrantee’s Service, Service shall not relieve Optionee Grantee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s 's Service or during the year following termination of Optionee’s 's Service, then (i) no option issued to Optionee under the Plan Option Award Notice may be exercised after such determination (even if fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee under the Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction applicable to Option Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee and Optionee shall pay over to the Company in cash the amount of any benefits so received by Optionee or deliver to the Company any Shares so received by Optionee and still owned by Optionee (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined))forfeited. A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s 's Service or during the year following termination of Optionee’s 's Service, shall not relieve Optionee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in (i) In the event that the Optionee Grantee has engaged in Injurious Conduct (as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan 2(e)(ii)(A) below) during OptioneeGrantee’s Service or during the year Restricted Period (as defined in Section 2(e)(ii)(B) below) following termination of OptioneeGrantee’s Service, then the following forfeitures and related terms will apply to the Award and the Performance Unit Shares and related benefits (iincluding Dividend Equivalents and/or dividends), as authorized by Plan Section 12 and other applicable provisions of the Plan: (A) no option No Performance Unit Shares shall be issued to Optionee under Grantee in connection with the Plan may be exercised settlement of the Award after such determination (even if the Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Performance Unit Shares that have been issued), and the Company shall not complete the settlement of any such option . (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the optionB) or the settlement of any other The unsettled Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Performance Unit Shares subject to any such restrictions shall be forfeited forfeited. (providedC) As authorized by the Plan (including Sections 12(a) and (b)), however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election benefits realized by Grantee as a result of the OptioneeAward, if such Restricted Stock the Award or Stock Units were fully vested before during the date three-year period prior to the time such Injurious Conduct occurred (as so determined)). In additionor, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by if longer than three years, the Company with period equal to the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determinedRestricted Period), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or including benefits resulting from the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Awardthereof and Dividend Equivalents relating to the Award and dividends relating to the such Shares, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so Shares received by Optionee or deliver to Grantee in connection with the Company any Shares so received by Optionee and Award, if still owned by Optionee Grantee, or the cash value of such Shares (providedsuch value to be measured as of the date of the cash payment by Grantee hereunder), howevertogether with any cash amount received by Grantee as related Award benefits (without discount or interest; for clarity, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or taxes previously withheld will be deemed to have been received by Grantee). (ii) Stock Units The forfeitures and any related Dividend Equivalent Rights terms of Section 2(e)(i) are subject to the settlement following: (A) For purposes of which have been deferred at the election of the Optioneethis Agreement, if such Restricted Stock Award “Injurious Conduct” means an event as specified in Plan Section 12(a)(i) or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s Service or during the year following termination of Optionee’s Service, shall not relieve Optionee a violation by Grantee of any other liability he or she may have to material provision of Grantee’s Non-Compete Agreement with the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically explicitly provided by the Option Performance-Based Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, then (i) no option Performance Unit Shares shall be issued to Optionee Grantee in connection with the settlement of a Performance-Based Restricted Stock Unit Award under the Plan may be exercised after such determination (even if such Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Performance Unit Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee)Award, and (ii) any such unsettled option Performance-Based Restricted Stock Unit Award shall be forfeited and shall terminate and any such Option Performance Unit Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Performance-Based Restricted Stock Units Unit Awards and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Performance-Based Restricted Stock Units Unit Awards were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option a Performance-Based Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, any benefits realized by Optionee Grantee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so received by Optionee Grantee or deliver to the Company any Shares so received by Optionee Grantee and still owned by Optionee Grantee (provided, however, that the foregoing shall not require the forfeiture of or excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee Grantee has engaged in Injurious Conduct during OptioneeXxxxxxx’s Service or during the year following termination of OptioneeGrantee’s Service, Service shall not relieve Optionee Grantee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in (i) In the event the that Optionee has engaged in Injurious Conduct (as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan 2(c)(ii)(A) below) during Optionee’s Service or during the year Restricted Period (as defined in Section 2(c)(ii)(B) below) following termination of Optionee’s Service, then the following forfeitures and related terms will apply to the Option and the Option Shares, as authorized by Section 12 and other applicable provisions of the Plan: (iA) no option issued to Optionee under the Plan The Option may not be exercised after such determination (even if fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction applicable to the Option Shares that have been issuedShares), and the Company shall not complete the settlement of any such option . (including completion of the issuance and delivery to the Optionee of B) The Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Shares subject to any such restrictions hereunder shall be forfeited forfeited. (provided, however, that C) As authorized by the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of Plan (Aincluding Sections 12(a) any Restricted Stock Award or and (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determinedb)). In addition, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any exercise of the Option during the three-year period prior to the time after such Injurious Conduct occurred (as so determinedor, if longer than three years, the period equal to the Restricted Period), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee and Optionee shall pay over to the Company in cash the amount of any benefits so shares received by Optionee upon such exercise, if still owned by Optionee, or deliver to the Company any cash value of Shares so received by Optionee and still owned (as of the date of the cash payment by Optionee hereunder), together with any cash amount received by Optionee as dividends on such Option Shares (providedwithout discount or interest; for clarity, howevertaxes previously withheld will be deemed to have been received by Optionee, that and if the foregoing shall not excuse Option exercise price was paid in cash, only the Company from settling, completing delivery Option Shares received with an aggregate value at the exercise date in excess of or removing any legend restricting the transfer of (i) any Restricted Stock Award or aggregate exercise price paid will be deemed to be amounts paid to the Optionee). (ii) Stock Units The forfeitures and related terms of this Section 2(c)(i) are subject to the following: (A) For purposes of this Agreement, “Injurious Conduct” means an event as specified in Plan Section 12(a)(i) or a violation by Optionee of any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s Service or during the year following termination material provision of Optionee’s Service, shall not relieve Optionee of any other liability he or she may have to Non-Compete Agreement with the Company, any Subsidiary Company or any Parent Related Company or, if Optionee has no Non-Compete Agreement, an event as a result of engaging specified in the Injurious ConductPlan Section 12(a)(ii).

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in (i) In the event that the Optionee Grantee has engaged in Injurious Conduct (as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan 2(e)(ii)(A) below) during OptioneeGrantee’s Service or during the year Restricted Period (as defined in Section 2(e)(ii)(B) below) following termination of OptioneeGrantee’s Service, then the following forfeitures and related terms will apply to the Award and the Unit Shares and related benefits (iincluding Dividend Equivalents and/or dividends), as authorized by Plan Section 12 and other applicable provisions of the Plan: (A) no option No Unit Shares shall be issued to Optionee under Grantee in connection with the Plan may be exercised settlement of the Award after such determination (even if the Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Unit Shares that have been issued), and the Company shall not complete the settlement of any such option . (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the optionB) or the settlement of any other The unsettled Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Unit Shares subject to any such restrictions shall be forfeited forfeited. (providedC) As authorized by the Plan (including Sections 12(a) and (b)), however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election benefits realized by Grantee as a result of the OptioneeAward, if such Restricted Stock the Award or Stock Units were fully vested before during the date three-year period prior to the time such Injurious Conduct occurred (as so determined)). In additionor, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by if longer than three years, the Company with period equal to the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determinedRestricted Period), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or including benefits resulting from the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Awardthereof and Dividend Equivalents relating to the Award and dividends relating to the such Shares, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so Shares received by Optionee or deliver to Grantee in connection with the Company any Shares so received by Optionee and Award, if still owned by Optionee Grantee, or the cash value of such Shares (providedsuch value to be measured as of the date of the cash payment by Grantee hereunder), howevertogether with any cash amount received by Grantee as related Award benefits (without discount or interest; for clarity, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or taxes previously withheld will be deemed to have been received by Grantee). (ii) Stock Units The forfeitures and related terms of Section 2(e)(i) are subject to the following: (A) For purposes of this Agreement, “Injurious Conduct” means an event as specified in Plan Section 12(a)(i) or a violation by Grantee of any related Dividend Equivalent Rights material provision of Grantee’s Non-Compete Agreement with the settlement of which have been deferred at the election of the OptioneeCompany or any Related Company or, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (Grantee has no Non-Compete Agreement, an event as so determinedspecified in Plan Section 12(a)(ii)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s Service or during the year following termination of Optionee’s Service, shall not relieve Optionee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically explicitly provided by the Option Performance-Based Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, then (i) no option Performance Unit Shares shall be issued to Optionee Grantee in connection with the settlement of a Performance-Based Restricted Stock Unit Award under the Plan may be exercised after such determination (even if such Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Performance Unit Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee)Award, and (ii) any such unsettled option Performance-Based Restricted Stock Unit Award shall be forfeited and shall terminate and any such Option Performance Unit Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Performance-Based Restricted Stock Units Unit Awards and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Performance-Based Restricted Stock Units Unit Awards were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option a Performance-Based Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during OptioneeGrantee’s Service or during the year following termination of OptioneeGrantee’s Service, any benefits realized by Optionee Grantee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so received by Optionee Grantee or deliver to the Company any Shares so received by Optionee Grantee and still owned by Optionee Xxxxxxx (provided, however, that the foregoing shall not require the forfeiture of or excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee Grantee has engaged in Injurious Conduct during OptioneeXxxxxxx’s Service or during the year following termination of OptioneeGrantee’s Service, Service shall not relieve Optionee Grantee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically explicitly provided by the Option Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, in the Plan and as determined to have occurred in accordance with, Section 12 of the Plan with such definition during Optionee’s Grantee's Service or during the year following termination of Optionee’s Grantee's Service, then (i) no option Unit Shares shall be issued to Optionee Grantee in connection with the settlement of a Restricted Stock Unit Award under the Plan may be exercised after such determination (even if such Award is fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee Grantee under the this Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction then applicable to Option Unit Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee)Award, and (ii) any such unsettled option Restricted Stock Unit Award shall be forfeited and shall terminate and any such Option Unit Shares subject to any such restrictions shall be forfeited (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Restricted Stock Units Unit Awards and any related Dividend Equivalent Rights (as defined in the Plan) the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Restricted Stock Units Unit Awards were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option a Restricted Stock Unit Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee Grantee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Grantee's Service or during the year following termination of Optionee’s Grantee's Service, any benefits realized by Optionee Grantee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee Grantee and Optionee Grantee shall pay over to the Company in cash the amount of any benefits so received by Optionee Grantee or deliver to the Company any Shares so received by Optionee Grantee and still owned by Optionee Grantee (provided, however, that the foregoing shall not require the forfeiture of or excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the OptioneeGrantee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee Grantee has engaged in Injurious Conduct during Optionee’s Grantee's Service or during the year following termination of Optionee’s Service, Grantee's Service shall not relieve Optionee Grantee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.

INJURIOUS CONDUCT. Except as otherwise specifically provided by the Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, then (i) no option issued to Optionee under the Plan may be exercised after such determination (even if fully vested) nor shall any other benefit of any Award thereafter accrue to the Optionee under the Agreement or the Plan (including by reason of the lapse of any restriction on transfer or other restriction applicable to Option Shares that have been issued), and the Company shall not complete the settlement of any such option (including completion of the issuance and delivery to the Optionee of Option Shares upon a previous exercise of the option) or the settlement of any other Award (including the removal of any restriction on transfer or other restriction applicable to any Option Shares that have been issued, even upon lapse of or compliance by the Optionee with any other restrictions thereon that are otherwise applicable to Optionee), and (ii) any such unsettled option shall be forfeited and shall terminate and any such Option Shares subject to any such restrictions shall be forfeited (( provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (A) any Restricted Stock Award or (B) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). In addition, except as otherwise specifically provided by an Option Award Notice or other Award document or by an agreement executed by the Company with the approval of the Committee, in the event the Optionee has engaged in Injurious Conduct as defined in, and as determined to have occurred in accordance with, Section 12 of the Plan during Optionee’s Service or during the year following termination of Optionee’s Service, any benefits realized by Optionee as a result of any Award under the Plan at any time after such Injurious Conduct occurred (as so determined), whether upon vesting or exercise of an Option, lapse of restrictions on Option Shares, vesting of Restricted Stock Awards or Stock Units or related Dividend Equivalent Rights, or the lapse of any restrictions on Shares issued as a result thereof, or as a result of any other settlement of an Award, shall be forfeited by Optionee and Optionee shall pay over to the Company in cash the amount of any benefits so received by Optionee or deliver to the Company any Shares so received by Optionee and still owned by Optionee (provided, however, that the foregoing shall not excuse the Company from settling, completing delivery of or removing any legend restricting the transfer of (i) any Restricted Stock Award or (ii) Stock Units and any related Dividend Equivalent Rights the settlement of which have been deferred at the election of the Optionee, if such Restricted Stock Award or Stock Units were fully vested before the date such Injurious Conduct occurred (as so determined)). A forfeiture of benefits as provided hereby upon the Committee determining that Optionee has engaged in Injurious Conduct during Optionee’s Service or during the year following termination of Optionee’s Service, shall not relieve Optionee of any other liability he or she may have to the Company, any Subsidiary or any Parent as a result of engaging in the Injurious Conduct.