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Common use of Misconduct Clause in Contracts

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 2 contracts

Samples: Restricted Stock Unit Agreement (Alliance One International, Inc.), Restricted Stock Unit Agreement (Alliance One International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units the Option awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b)portion of the Option, the Committee may rescind the any such settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units Option awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, Fair Market Value on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c3(i) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunderOption in lieu of a fractional share. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Non Qualified Stock Option Award Agreement (Alliance One International, Inc.)

Misconduct. i. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any nonvested or nonvested Performance-vested Restricted based Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). ii. Furthermore, in In the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Performance-based Stock Units pursuant to paragraph 2(b)or the lapse of the Three-year Performance Period, the Committee may rescind the settlement of any Restricted Performance-based Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Performance-based Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(cSection 4(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Performance Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Performance Based Stock Unit Award Agreement (Alliance One International, Inc.)

Misconduct. i. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any nonvested or nonvested Performance-vested Restricted based Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). ii. Furthermore, in In the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Performance-based Stock Units pursuant to paragraph 2(b)Units, the Committee may rescind the settlement of any Restricted Performance-based Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Performance-based Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange market on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(cSection 4(c) hereof, and if such date is not a day on which such securities exchange market is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange market is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Performance Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Performance Based Stock Unit Award Agreement (Pyxus International, Inc.)

Misconduct. i. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any nonvested or nonvested Performance-vested Restricted based Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a "Prohibited Activity"). ii. Furthermore, in In the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Performance-based Stock Units pursuant to paragraph 2(b)Units, the Committee may rescind the settlement of any Restricted Performance-based Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Performance-based Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange market on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(cSection 4(c) hereof, and if such date is not a day on which such securities exchange market is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange market is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Performance-based Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees. Iii With respect to shares of Common Stock subject to rescission under Section 4(c), the Participant does hereby irrevocably constitute and appoint each of the Pyxus International, Inc. Corporate Secretary and the Senior Vice President, Chief Human Resources Officer, as the Participant’s attorney to transfer on the books of the Company, with full power of substitution in the premises, any shares of Common Stock the issuance or delivery of which is rescinded in accordance with this Agreement. Such person or persons shall use the authority granted in this Section 4(c)(iii) to cancel any shares of Common Stock the issuance or delivery of which is rescinded under Section 4(c).

Appears in 1 contract

Samples: Performance Based Stock Unit Award Agreement (Pyxus International, Inc.)

Misconduct. The Committee shall have If you engage in any activity contrary or harmful to the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) interests of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to: (i) competing, directly or indirectly (either as owner, employee or agent), with any of the businesses of the Company’s reasonable attorneys’ fees, (ii) violating any Company policies, (iii) soliciting any present or future employees or customers of the Company to terminate such employment or business relationship(s) with the Company, (iv) disclosing or misusing any confidential information regarding the Company, or (v) participating in any activity not approved by the Board of Directors of the Company which could reasonably be foreseen as contributing to or resulting in a Change of Control of the Company (as defined in the Plan) (such activities to be collectively referred to as “wrongful conduct”), then (A) the Award, to the extent it remains restricted, shall terminate automatically on the date on which you first engaged in such wrongful conduct, (B) if the wrongful conduct occurred within six months of the PSU Vesting Date, you shall pay to the Company in cash any financial gain you realized from the vesting of the PSU, and (C) if the wrongful conduct occurred after the PSU has been deferred in the Deferred Compensation Plan and prior to the deferred payment date, you shall forfeit the deferred PSU and the Award shall terminate automatically on the date on which you first engaged in such wrongful conduct. For purposes of this paragraph, financial gain shall equal the fair market value of the shares of the Company common stock on the PSU Vesting Date, multiplied by the number of PSUs actually distributed pursuant to the Award, reduced by any taxes paid in countries other than the United States which taxes are not otherwise eligible for refund from the taxing authorities. By accepting this PSU, you consent to and authorize the Company to deduct from any amounts payable by the Company to you, any amounts you owe to the Company under this paragraph. This right of set-off is in addition to any other remedies the Company may have against you for breach of this Grant Notice and Agreement.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Grant Agreement (Sara Lee Corp)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alliance One International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company Company, at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company cash in an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay cash payment made to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any the Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alliance One International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units the Option awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b)portion of the Option, the Committee may rescind the any such settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units Option awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, Fair Market Value on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c3(i) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunderOption in lieu of a fractional share. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Non Qualified Stock Option Award Agreement (Alliance One International, Inc.)

Misconduct. The Committee shall have In the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines event that the Participant Company’s Board of Directors determines in good faith and based upon objective evidence that Employee has (i) materially violated the Company’s Code of Conduct (as in effect from time to time)) and that such violation has caused material harm to the Company; (ii) violated any law (other than misdemeanor traffic violations) related to the performance of his job responsibilities and thereby materially injured or damaged the business reputation or prospects of the Company or an Affiliateits subsidiaries or affiliates; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b), the Committee may rescind Employee will forfeit any right to unpaid portions of the settlement Retention Payments and Final Retention Bonus, and the Company has the right to compel Employee to disgorge any part of any Restricted Stock Units hereunderthe Retention Payments and Final Retention Bonus that has already been paid, provided the Committee takes that any such action forfeiture or demand for disgorgement must occur within two years after following the occurrence Board of Director’s discovery of the Prohibited Activity. Upon such rescissionActivity and no later than January 1, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder2024. The Company shall be entitled must provide Employee with at least 30 days advance written notice of its initial determination that Prohibited Activity has occurred and must include in such notice a summary of the evidence upon which the Company has relied in reaching that conclusion, and allow Employee the opportunity to setmeet with the Board to respond to such notice within 30 days after written notice is provided to him. Notice via e-off mail to Employee at the most recent address provided by Employee to the HR Department is sufficient written notice under this paragraph. The Company represents and warrants that its Officers and members of the Board of Directors do not at present have any knowledge of any such amount owed to the Company against any amount or benefit owed to the Participant Prohibited Activity by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ feesEmployee.

Appears in 1 contract

Samples: Retention and General Release Agreement (Pyxus International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any vested or non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a "Prohibited Activity"). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b2(c), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange market on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c2(e) hereof, and if such date is not a day on which such securities exchange market is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange market is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Pyxus International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested shares of Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to or during the later of six months after the settlement of any vested shares of Restricted Stock Units awarded hereunder have become transferable pursuant to paragraph 2(b) (hereinafter, “Transferable Shares”), the Committee may rescind the settlement vesting of any Restricted Stock Units hereunderand lapse of transfer restrictions with respect to such Transferable Shares, provided the Committee takes such action within by the later of (i) two years after the date the Transferable Shares became transferable pursuant to paragraph 2(b), or (ii) two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, option may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunderTransferable Shares; (b) in the case any such shares of Common Stock Transferable Shares that have been sold in a market transaction to an unrelated party or otherwise disposed of by the Participant, pay to the Company an amount equal to the proceeds from the sale of such sharesTransferable Shares; or (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount market price of cash paid by the Company in settlement Transferable Shares (as of any Restricted Stock Units awarded hereunderthe date the Transferable Shares became transferable pursuant to paragraph 2(b)). The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited ActivityActivity or otherwise violated the provisions of paragraph 2 of this Agreement, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Agreement (Alliance One International, Inc.)

Misconduct. i. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units earned or unearned Performance Shares awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). ii. Furthermore, in In the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to or during the later of six months after the settlement issuance of any vested Restricted Stock Units Limited Shares pursuant to paragraph 2(b4(a) or at any time prior to or during the six months after the lapse of the transfer restrictions applicable to the Limited Shares pursuant to paragraph 4(b), the Committee may rescind the settlement issuance of any Restricted Stock Units hereunderthe Limited Shares, provided the Committee takes such action within by the latest of (i) two years after the date the Limited Shares were issued, (ii) two years after the Limited Shares became transferable pursuant to paragraph 4(b), or (iii) two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, option may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunderLimited Shares; (b) in the case any such shares of Common Stock Limited Shares that have been sold in a market transaction to an unrelated party or otherwise disposed of by the Participant, pay to the Company an amount equal to the proceeds from the sale of such sharesLimited Shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product market price of the number Limited Shares (as of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity Limited Shares were issued pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock4(a)); or (d) pay to the Company an amount of cash equal to the amount market price of cash paid by the Company in settlement Limited Shares (as of any Restricted Stock Units awarded hereunderthe date the Limited Shares became transferable pursuant to paragraph 4(b)). The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Performance Share Award Agreement (Alliance One International, Inc.)

Misconduct. i. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested or nonvested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). ii. Furthermore, in In the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to or during the later of six months after the settlement issuance of any vested Restricted Stock Units Limited Shares pursuant to paragraph 2(b4(a) or at any time prior to or during the six months after the lapse of the transfer restrictions applicable to the Limited Shares pursuant to paragraph 4(b), the Committee may rescind the settlement issuance of any Restricted Stock Units hereunderthe Limited Shares, provided the Committee takes such action within by the latest of (i) two years after the date the Limited Shares were issued, (ii) two years after the Limited Shares became transferable pursuant to paragraph 4(b), or (iii) two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, option may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunderLimited Shares; (b) in the case any such shares of Common Stock Limited Shares that have been sold in a market transaction to an unrelated party or otherwise disposed of by the Participant, pay to the Company an amount equal to the proceeds from the sale of such sharesLimited Shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product market price of the number Limited Shares (as of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity Limited Shares were issued pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock4(a)); or (d) pay to the Company an amount of cash equal to the amount market price of cash paid by the Company in settlement Limited Shares (as of any Restricted Stock Units awarded hereunderthe date the Limited Shares became transferable pursuant to paragraph 4(b)). The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Performance Based Restricted Stock Unit Award Agreement (Alliance One International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to the later of six months after the settlement of any vested Restricted Stock Units pursuant to paragraph 2(b2(c), the Committee may rescind the settlement of any Restricted Stock Units hereunder, provided the Committee takes such action within two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunder; (b) in the case any such shares of Common Stock have been sold in a market transaction to an unrelated party by the Participant, pay to the Company an amount equal to the proceeds from the sale of such shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product of the number of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange market on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity pursuant to paragraph 2(c2(e) hereof, and if such date is not a day on which such securities exchange market is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange market is open for trading shares of the Common Stock; (d) pay to the Company an amount of cash equal to the amount of cash paid by the Company in settlement of any Restricted Stock Units awarded hereunder. The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited Activity, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (Pyxus International, Inc.)

Misconduct. The Committee shall have the authority to cancel, rescind, cause the forfeiture of or otherwise limit or restrict any non-vested Restricted Stock Units awarded under this Agreement if the Committee determines that the Participant has (i) violated the Company’s Code of Conduct (as in effect from time to time); (ii) violated any law (other than misdemeanor traffic violations) and thereby injured or damaged the business reputation or prospects of the Company or an Affiliate; or (iii) engaged in intentional misconduct that caused, or materially contributed to, the need for a substantial restatement (voluntary or required) of the Company’s financial statements filed with the Securities and Exchange Commission (the foregoing enumerated items being hereinafter referred to, individually or collectively, as a “Prohibited Activity”). Furthermore, in the event the Committee in its discretion determines that the Participant has engaged in a Prohibited Activity at any time prior to or during the later of six months after the settlement of any vested Restricted shares of Common Stock Units awarded hereunder have become transferable pursuant to paragraph 2(b2(c) (hereinafter, “Transferable Shares”), the Committee may rescind the settlement issuance of any Restricted Stock Units hereunderand lapse of transfer restrictions with respect to such Transferable Shares, provided the Committee takes such action within by the later of (i) two years after the date the Transferable Shares became transferable pursuant to paragraph 2(c), or (ii) two years after the occurrence of the Prohibited Activity. Upon such rescission, the Company at its sole option, option may require the Participant to (a) deliver and convey to the Company the shares of Common Stock issued in settlement of the Restricted Stock Units awarded hereunderTransferable Shares; (b) in the case any such shares of Common Stock Transferable Shares that have been sold in a market transaction to an unrelated party or otherwise disposed of by the Participant, pay to the Company an amount equal to the proceeds from the sale of such sharesTransferable Shares; (c) in the case any such shares of Common Stock have otherwise been disposed of by the Participant, pay to the Company an amount in cash equal to the product market price of the number Transferable Shares (as of such shares multiplied by the closing price for a share of Common Stock, as reported on the primary securities exchange on which the Common Stock is then traded, on the date the Committee determined that the Participant has engaged in the Prohibited Activity Transferable Shares became transferable pursuant to paragraph 2(c) hereof, and if such date is not a day on which such securities exchange is open for trading shares of the Common Stock, then on the next succeeding day on which such securities exchange is open for trading shares of the Common Stock)); or (d) pay to the Company an amount of cash equal to the amount market price of cash paid by the Company in settlement Transferable Shares (as of any Restricted Stock Units awarded hereunderthe date the Transferable Shares were issued pursuant to paragraph 2(b)). The Company shall be entitled to set-off any such amount owed to the Company against any amount or benefit owed to the Participant by the Company, and the Participant shall forfeit the amount or benefit applied to set-off such amount owed to the Company. Further, if the Company commences an action against such Participant (by way of claim or counterclaim and including declaratory claims), in which it is preliminarily or finally determined that such Participant engaged in a Prohibited ActivityActivity or otherwise violated the provisions of Section 2 of this Agreement, the Participant shall reimburse the Company for all costs and fees incurred in such action, including but not limited to, the Company’s reasonable attorneys’ fees.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Alliance One International, Inc.)