Common use of Special Forfeiture and Repayment Provisions Clause in Contracts

Special Forfeiture and Repayment Provisions. (a) If the Participant, while providing services to the Company or any Subsidiary, or after cessation of such service, violates a confidentiality, non-competition or non-solicitation covenant or agreement, as determined by the Committee in its sole discretion, then (i) this Award and the RSUs represented by this Award that have not yet vested as of such date shall be forfeited to the Company forthwith and all rights of the Participant under this Award and such unvested RSUs represented by this Award shall immediately terminate, and (ii) if any RSUs have vested within the twelve (12)-month period immediately preceding the date of the earliest violation by the Participant (or following the date of the earliest violation), then, upon the Company’s demand, the Participant shall immediately deliver to the Company certificate(s) for the number of Shares delivered upon settlement of such RSUs or, if any shares have been sold, the Participant shall immediately remit to the Company, in cash, the proceeds of any such sale(s). Notwithstanding the foregoing, in the event of a Change in Control, the Company’s right to cancel the Award or to require forfeiture or repayment, as provided above, shall terminate without prejudice to any rights that the Company otherwise may have under applicable law. (b) The Participant hereby acknowledges and agrees that the restrictions contained in this Section 11 are being made for the benefit of the Company in consideration of the Participant’s receipt of the Award. The Participant further acknowledges and agrees that the receipt of the Award is a voluntary action on the part of the Participant and that the Company is unwilling to provide the Award to the Participant without including the restrictions contained herein. (c) The Participant hereby consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or its Subsidiaries from time to time to the extent of any amounts owed to the Company by the Participant hereunder. (d) The forfeiture and repayment provisions of this Award are in addition to, and not in lieu of, any other remedies that the Company may have in the event of a violation by the Participant of any confidentiality, non-competition or non-solicitation covenant in any agreement between the Participant and the Company or any of its Subsidiaries.

Special Forfeiture and Repayment Provisions. (a) If the Participant, while providing services to the Company or any Subsidiary, or after cessation of such service, violates a confidentiality, non-competition or non-solicitation covenant or agreement, as determined by the Committee in its sole discretion, then (i) this Award and the RSUs Performance Share Units represented by this Award that have not yet vested as of such date shall be forfeited to the Company forthwith and all rights of the Participant under this Award and such unvested RSUs Performance Share Units represented by this Award shall immediately terminate, and (ii) if any RSUs Performance Share Units have vested within the twelve (12)-month period immediately preceding the date of the earliest violation by the Participant (or following the date of the earliest violation), then, upon the Company’s demand, the Participant shall immediately deliver to the Company certificate(s) for the number of Shares delivered upon settlement of such RSUs Performance Share Units or, if any shares have been sold, the Participant shall immediately remit to the Company, in cash, the proceeds of any such sale(s). Notwithstanding the foregoing, in the event of a Change in Control, the Company’s right to cancel the Award or to require forfeiture or repayment, as provided above, shall terminate without prejudice to any rights that the Company otherwise may have under applicable law. (b) The Participant hereby acknowledges and agrees that the restrictions contained in this Section 11 13 are being made for the benefit of the Company in consideration of the Participant’s receipt of the Award. The Participant further acknowledges and agrees that the receipt of the Award is a voluntary action on the part of the Participant and that the Company is unwilling to provide the Award to the Participant without including the restrictions contained herein. (c) The Participant hereby consents to a deduction from, and set-off against, any amounts owed to the Participant by the Company or its Subsidiaries from time to time to the extent of any amounts owed to the Company by the Participant hereunder. (d) The forfeiture and repayment provisions of this Award are in addition to, and not in lieu of, any other remedies that the Company may have in the event of a violation by the Participant of any confidentiality, non-competition or non-solicitation covenant in any agreement between the Participant and the Company or any of its Subsidiaries.

Special Forfeiture and Repayment Provisions. (a) If the ParticipantGrantee, while providing services to the Company or any Subsidiary, or after cessation of such service, violates a confidentiality, non-competition or non-solicitation covenant or agreement, as determined by the Committee in its sole discretion, then (i) this Award any outstanding, vested or unvested, portion of the Option may, at the Committee’s discretion, be canceled and the RSUs represented by this Award that Grantee shall automatically forfeit any rights the Grantee may have not yet vested with respect to the Option as of the date of such date shall be forfeited to the Company forthwith and all rights of the Participant under this Award and such unvested RSUs represented by this Award shall immediately terminatedetermination, and (ii) if the Grantee (or his or her permitted transferee) has exercised all or any RSUs have vested portion of the Option within the twelve (12)-month period immediately preceding the date of the earliest violation by the Participant Grantee (or following the date of the earliest violation), then, upon the Company’s demand, the Participant Grantee shall immediately deliver to the Company certificate(s) for the number of Shares delivered shares of Stock received upon settlement of such RSUs exercise or, if any shares have been sold, the Participant Grantee shall immediately remit to the Company, in cash, the proceeds of any such sale(s), reduced, in each case, by the Exercise Price of the Option. Notwithstanding the foregoing, in the event of a Change in Control, the Company’s right to cancel the Award Option or to require forfeiture or repayment, as provided above, shall terminate without prejudice to any rights that the Company otherwise may have under applicable law. (b) The Participant hereby acknowledges and agrees that the restrictions contained in this Section 11 are being made for the benefit of the Company in consideration of the Participant’s receipt of the Award. The Participant further acknowledges and agrees that the receipt of the Award is a voluntary action on the part of the Participant and that the Company is unwilling to provide the Award to the Participant without including the restrictions contained herein. (c) The Participant Grantee hereby consents to a deduction from, and set-off against, any amounts owed to the Participant Grantee by the Company or its Subsidiaries from time to time to the extent of any amounts owed to the Company by the Participant Grantee hereunder. (d) The forfeiture and repayment provisions of this Award Option are in addition to, and not in lieu of, any other remedies that the Company may have in the event of a violation by the Participant Grantee of any confidentiality, non-competition or non-solicitation covenant in any agreement between the Participant Grantee and the Company or any of its Subsidiaries.