Common use of Special Forfeiture/Repayment Rules Clause in Contracts

Special Forfeiture/Repayment Rules. For so long as Grantee continues as a Director of the Company and for three years following Grantee's termination as a Director of the Company, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such "Triggering Conduct" or in Competitor Triggering Conduct during such time, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares on the exercise date and the exercise price paid for such Option Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of service as a Director of the Company, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct.