Common use of Termination of Employment; Forfeiture of Award Clause in Contracts

Termination of Employment; Forfeiture of Award. (a) Except as may be otherwise provided in Section 8(b) of this Agreement, in the event that the employment of the Participant with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for cause, any unvested Restricted Shares shall become fully Vested only in the sole discretion of Limoneira. If a Participant’s employment is terminated by Limoneira or an Affiliate for cause or a Participant at his sole discretion terminates his employment with Limoneira or an Affiliate, and the Restricted Shares have not Vested pursuant to Section 7 above, then the Restricted Shares, to the extent not Vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares. The Committee (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not Vested as of the Participant’s termination of employment date. (b) Notwithstanding the provisions of Section 8(a) above, the following provisions shall apply if any of the following shall occur on or after the Issue Date but prior to the full Vesting of the Restricted Shares:

Termination of Employment; Forfeiture of Award. (a) Except as may be otherwise provided in Part I, Section 8(b) of this Agreement, in the event that the employment of the Participant with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for causeCause, any unvested Restricted Shares shall become fully Vested vested only in the sole discretion of Limoneira. If a Participant’s employment is terminated by Limoneira or an Affiliate for cause Cause or a Participant at his the Participant’s sole discretion terminates his the Participant’s employment with Limoneira or an Affiliate, and the Restricted Shares have not Vested vested pursuant to Section 7 above, then the Restricted Shares, to the extent not Vested vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares. The Committee (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not Vested vested as of the Participant’s termination of employment date. (b) Notwithstanding the provisions of Section 8(a) above, the following provisions shall apply if any of the following shall occur on or after the Issue Date but prior to the full Vesting of the Restricted Shares:

Termination of Employment; Forfeiture of Award. (a) Except as may be otherwise provided in Section 8(b) of this Agreement, in the event that the employment of the Participant with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for cause, any unvested Restricted Shares shall become fully Vested only in the sole discretion of Limoneira. If a Participant’s 's employment is terminated by Limoneira or an Affiliate for cause or a Participant at his sole discretion terminates his employment with Limoneira or an Affiliate, and the Restricted Shares have not Vested pursuant to Section 7 abovePart I, Sections 1 and 5, then the Restricted Shares, to the extent not Vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares. The Committee (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not Vested as of the Participant’s termination of employment date. (b) Notwithstanding the provisions of Part I, Section 8(a) above5 and Section 6, the following provisions shall apply if any of the following shall occur on or after the Issue Date but prior to the full Vesting of the Restricted Shares:

Termination of Employment; Forfeiture of Award. (a) Except as may be otherwise provided in Section 8(b) of this Agreement, in the event that the employment of the Participant with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for cause, any unvested Restricted Shares shall become fully Vested only in the sole discretion of Limoneira. If a Participant’s 's employment is terminated by Limoneira or an Affiliate for cause Cause or a Participant at his the Participant’s sole discretion terminates his the Participant’s employment with Limoneira or an Affiliate, and the Restricted Shares have not Vested pursuant to Section 7 abovePart I, Sections 1 and 5 herein, then the Restricted Shares, to the extent not Vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares. The Committee (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not Vested as of the Participant’s termination of employment date. (b) Notwithstanding the provisions of Part I, Section 8(a5 and Section 6(a) aboveof this Agreement, the following provisions shall apply if any of the following shall occur on or after the Issue Date but prior to the full Vesting of the Restricted Shares:

Termination of Employment; Forfeiture of Award. (a) Except as may be otherwise provided in Section 8(b) of this Agreement, in the event that the employment of the Participant with Limoneira or an Affiliate is terminated by Limoneira or an Affiliate on or after the Issue Date, other than for cause, any unvested Restricted Shares shall become fully Vested only in the sole discretion of Limoneira. If a Participant’s 's employment is terminated by Limoneira or an Affiliate for cause or a Participant at his the Participant’s sole discretion terminates his the Participant’s employment with Limoneira or an Affiliate, and the Restricted Shares have not Vested pursuant to Section 7 abovePart I, Sections 1 and 5, then the Restricted Shares, to the extent not Vested as of the Participant’s termination of employment date, shall be forfeited immediately upon such termination, and the Participant shall have no further rights with respect to the Restricted Shares. The Committee (or its designee, to the extent permitted under the Plan) shall have sole discretion to determine if a Participant’s rights have terminated pursuant to the Plan and this Agreement, including but not limited to the authority to determine the basis for the Participant’s termination of employment. The Participant expressly acknowledges and agrees that, except as otherwise provided herein, the termination of the Participant’s employment shall result in forfeiture of the Restricted Shares to the extent the Restricted Shares have not Vested as of the Participant’s termination of employment date. (b) Notwithstanding the provisions of Part I, Section 8(a) above5 and Section 6, the following provisions shall apply if any of the following shall occur on or after the Issue Date but prior to the full Vesting of the Restricted Shares: