Termination; Forfeiture Clause Samples
Termination; Forfeiture. Participant understands that in the event she is chosen Local Representative and is deemed by the Local Program to have failed to abide by all the rules and regulations of the Local Program, she shall forfeit her title of Local Representative of the Local Program and her opportunity to participate in the State Program, together with such of the scholarship funds as the Local Program determines to be appropriate. The parties to this Agreement further agree that the Local Program reserves the right, if the Local Program deems the Participant to have engaged in any behavior, taken any action, failed to act in any manner and at any time, which, in their sole discretion, is deemed unbecoming or to reflect poorly on their Program, to immediately rescind, cancel, revoke or otherwise terminate this Agreement, with such Local Representative in which event she shall forfeit her title of Local Representative of the Local Program and her opportunity to participate in the State Program, together with such of the scholarship funds as the Local Program determines to be appropriate, provided that such rejection is not based on unlawful criteria including, but not limited to, race, color, religion, national origin, physical handicaps, or disabilities. Participant further understands that the Local Program, State Program and National Program are separate legal entities and if she is chosen as Local Representative and is deemed by either the State Program or the National Program, respectively, to have engaged in any behavior, taken any action, failed to act in any manner and at any time, which, in their sole discretion, is deemed unbecoming or to reflect poorly on their Programs that she may be denied participation by them in their respective Programs.
Termination; Forfeiture. The Participant shall forfeit to the Company, without compensation, any and all Shares of Restricted Stock that are not vested (but no vested portion of the Shares) and RS Property upon the Participant's Termination of Employment for any reason.
Termination; Forfeiture. (i) Except as provided in Section 5(d)(ii), the Participant shall forfeit to the Company, without compensation, any and all Shares of Restricted Stock that are not vested (but no vested portion of the Shares) and RS Property upon the Participant's Termination of Employment for any reason.
(ii) If a Participant has entered into an employment agreement with the Company on or prior to the Grant Date that provides for partial or complete accelerated vesting on any Termination, the terms of such employment agreement shall control the vesting of the Restricted Stock on any such Termination.
Termination; Forfeiture. If prior to vesting, Executive terminated for cause or Executive leaves without good reason, unvested shares forfeited.
Termination; Forfeiture. If your service as a member of the Board is terminated for any reason, then those Restricted Shares for which the restrictions have not lapsed as of the date of termination shall become null and void and those Restricted Shares shall be forfeited to the Company. The Restricted Shares for which the restrictions have lapsed as of the date of such termination shall not be forfeited to the Company.
Termination; Forfeiture. Except as provided in this Section 2(c), the Participant shall forfeit, without compensation, any and all unvested Performance Stock Units upon the Participant’s Termination for any reason. Notwithstanding anything in the foregoing to the contrary, in the event of the Participant’s Termination by the Company without Cause within the one (1) year period immediately following a Change in Control, the Performance Stock Units shall become vested at a Payout Percentage of 100% and shall become payable in accordance with Section 2(d), in each case subject to and conditioned upon, (i) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (ii) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), within twenty-one (21) days (or such longer period as may be required by law).
Termination; Forfeiture. Unless earlier terminated as set forth in this Grant Notice or the Agreement, any RSUs that have not become vested on or prior to the last day of the Performance Period will thereupon be automatically forfeited by Participant without payment of any consideration therefor. Except as set forth in clause (b) above, if Participant experiences a Termination of Service for any reason prior to the last day of the Performance Period, all then-unvested RSUs will thereupon be automatically forfeited by Participant without payment of any consideration therefor.
Termination; Forfeiture. Any unvested RSUs shall be immediately and automatically forfeited upon the earliest to occur of any of the following: (i) the cessation of the Grantee’s continuous status as an Eligible Person, (ii) the failure or refusal of the Grantee to timely execute any exhibit to this Award Agreement (as determined in the sole discretion of the Board), or (iii) the failure of the Grantee to satisfy any withholding obligation of the Company. The Company shall implement any forfeiture under this Section 3 in a unilateral manner, without having to obtain the Grantee’s consent, and the Company shall not pay any consideration to the Grantee, cash or otherwise, for any RSUs that are forfeited pursuant to this Section 3.
Termination; Forfeiture. (i) Except as expressly provided in Section 2(b)(i)(A) or (B) or in an employment agreement by and between the Participant and the Company in effect as of the date of the Participant’s Termination, upon the Participant’s Termination for any reason or no reason, the Participant shall immediately forfeit, without compensation and without further action by any party, any and all unvested RSUs. Notwithstanding the foregoing, upon the Participant’s Termination:
(A) due to a Qualifying Termination (as defined in Exhibit A attached hereto) other than within sixty (60) days immediately preceding or two (2) years immediately following a Change of Control, the RSUs that would have vested upon the next Vesting Date that follows the date of the Participant’s Termination shall become immediately vested upon such Termination (and the date of such Termination shall be the “Vesting Date” for purposes of Section 2(c) hereof); or
(B) (1) due to the Participant’s death or Disability (as defined in Exhibit A attached hereto) or (2) due to a Qualifying Termination, in either case within sixty (60) days immediately preceding or two (2) years immediately following a Change of Control, all of the outstanding and unvested RSUs shall automatically vest upon such Termination (or, with respect to a Termination that occurs within sixty (60) days immediately preceding a Change of Control, immediately upon the Change of Control), and the date of such Termination or Change of Control, as applicable, shall be the “Vesting Date” for purposes of Section 2(c) hereof.
(ii) The vesting of any of the RSUs described in Section 2(b)(i)(A) or (B) is conditioned upon (x) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (y) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), with such release of claims to become fully effective no later than sixty (60) days following the Participant’s Termination.
Termination; Forfeiture. Except as provided in this Section 2(c), the Participant shall forfeit, without compensation, any and all unvested Performance Stock Units upon the Participant’s Termination for any reason (for the avoidance of doubt, in the event that the Participant becomes a Consultant or a Non-Employee Director upon the termination of his employment, unless otherwise determined by the Committee no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director). Notwithstanding anything in the foregoing to the contrary, in the event of the Participant’s Termination by the Company without Cause or due to the Participant’s Termination for Good Reason, in each case within the one (1) year period immediately following a Change in Control, the Performance Stock Units shall become vested at a Payout Percentage of 100% and shall become payable in accordance with Section 2(d), in each case subject to and conditioned upon, (i) the Participant’s continued compliance with all confidentiality obligations and restrictive covenants to which the Participant is subject, and (ii) the Participant’s timely execution and delivery (without revocation) to the Company of a general release of all claims of any kind that the Participant has or may have against the Company and its Affiliates and their respective officers, directors, employees, shareholders, agents, representatives, and advisors (in a form satisfactory to the Company and that is delivered to the Participant no later than the date of the Participant’s Termination), within twenty-one (21) days (or such longer period as may be required by law).