Violation of Restrictive Covenants. Without limiting the remedies provided to the Company and its Affiliates as set forth in this Article 4, upon the Executive’s breach of any of the Restrictive Covenants (as defined below), other than any immaterial and unintentional breach by the Executive of the confidentiality obligations set forth in Section 4.11, the Company will have no obligation to continue to pay or provide any of the compensation or benefits under Section 4.2 (other than the Accrued Benefits) and the Executive shall repay to the Company any amounts paid under Section 4.2 (other than the Accrued Benefits) after such breach occurred.
Violation of Restrictive Covenants. Without limiting Company’s remedies as set forth in Paragraph 5, upon Executive’s breach of any restrictions set forth in Paragraph 5, Company will have no obligation to continue to pay or provide any of the amounts or benefits under this Paragraph 7.
Violation of Restrictive Covenants. This subsection sets forth the circumstances under which Optionee shall forfeit all or a portion of any vested or unvested Options held by Optionee without payment and/or be required to repay or otherwise reimburse the Company for the gain or value realized in respect of all or a portion of any exercised Options.
1. If Optionee violates any provisions of Section II of this Agreement (a “Forfeiture Event”), Optionee shall immediately forfeit as of the date that the violation first occurs all unexercised Options described above in Section I(A) (whether vested or unvested) without payment. This provision does not alter the circumstances for forfeiture of unexercised Options as described in Section I(D) of this Agreement.
2. If Optionee has exercised any of the Options prior to the Forfeiture Event, then for any Option that has been exercised during the 12 month period prior to the Forfeiture Event or at any time after the Forfeiture event, Optionee shall be required to repay or otherwise reimburse the Company, immediately upon demand, an amount in Cash or Humana Inc. common stock equal to the amount described below. To the extent that (i) any Shares related to exercised Options have been sold or transferred, the amount shall be the aggregate gross proceeds realized by Optionee from such sale or transfer of the net Shares acquired after payment of the exercise price and any applicable taxes (the “Net Shares”) (or, in the case of any disposition or transfer of the Net Shares for less than the Fair Market Value of such Net Shares, Optionee will repay or reimburse to the Company an amount equal to the Fair Market Value of such Net Shares) or (ii) if the Net Shares have not been sold at the time Company demand is made, the amount shall be the aggregate Fair Market Value of the Net Shares on the date the Options were exercised.
3. The relief provided in this Section II(F) of the Agreement does not constitute the Company’s exclusive remedy for the Optionee’s violation of any of the provisions of Section II of the Agreement. As any forfeiture and repayment provisions are not adequate remedies at law, including because they do not repair the irreparable harm the Company will suffer from Optionee’s breaches of this Agreement, the Company may seek any additional legal or equitable remedy, including injunctive relief, for such violations. The provisions in this section are essential economic conditions to the Company’s grant of Options. By receiving the Options, Optionee...
Violation of Restrictive Covenants. If the Employee breaches any of the terms of the restrictive covenants in Section 11(a) above, any outstanding portion of the Stock Option, whether vested or unvested, shall be immediately and irrevocably forfeited. Further, if any portion of the Stock Option that vested within twelve months prior to the termination of the Employee's employment with the Company or an Affiliated Employer or at any time after the Employee's termination has been exercised by the Employee, the Employee may be required to repay or otherwise reimburse the Company an amount having a value equal to the aggregate fair market value (determined as of the date of exercise) of any Common Shares transferred to the Employee as a result of the exercise of such Stock Option, less the exercise price paid for such Common Shares. This Section 11(b) does not constitute the Company’s exclusive remedy for the Employee's violation of the Employee's restrictive covenant obligations, and in the event of a breach or threatened breach by the Employee of any provision of Section 11(a), the Employee agrees that the Company and any applicable Affiliated Employer shall be entitled to an injunction or restraining order to prevent such breach or threatened breach in addition to any other remedies permitted by applicable law. This Section 11 shall be construed to the maximum extent permitted by applicable law and may be modified as strictly necessary to be legally enforceable as determined by a court of competent jurisdiction ruling on this Agreement. The Company may release the Employee from any and all provisions in this Section 11 by providing written notice of the release.
Violation of Restrictive Covenants. In the event of any violation by Participant of the covenants and restrictions contained in Article VI hereof, in addition to, and not in lieu of, any and all other legal and equitable rights and remedies available to the Company:
(a) The Company shall purchase from the Participant and the Participant (or his Legal Representative) shall sell and transfer to the Company all Vested Shares owned by Participant upon the terms set forth in Article III hereof at the purchase price determined pursuant to Article IV hereof.
(b) The purchase and sale of Participant’s Vested Shares shall be completed at a closing to be held within ninety (90) days from and after the date upon which the Company provides written notice to Participant of the violation by Participant of the covenants and restrictions contained in Article VI hereof.
Violation of Restrictive Covenants. Without limiting the remedies provided to the Company and its Affiliates as set forth in this Article 4, upon the Executive’s breach of any of the Restrictive Covenants, then notwithstanding anything contained in this Agreement to the contrary, the Company will have no obligation to continue to pay or provide any of the compensation or benefits under Section 4.2 (other than the Accrued Benefits) and the Executive shall promptly repay to the Company after any such breach any amounts received under Section 4.2 (other than the Accrued Benefits) and shall continue to be bound by all such Restrictive Covenants.
Violation of Restrictive Covenants. Notwithstanding the provisions of Section 4(b) above, all unvested Performance Units shall be forfeited immediately upon the occurrence of any of the following events. If there are no unvested Performance Units outstanding at the time a restricted covenant is violated, the Company may pursue other legal remedies.
(i) following a voluntary retirement and prior to the later to occur of (a) settlement date for the Performance Units or (b) two years following retirement, the Grantee renders personal services to a Competing Business (as hereafter defined in Section 17) in any manner, including, without limitation, as employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, manager, owner, financer, joint venturer or otherwise; or
(ii) following a voluntary or involuntary retirement and prior to the later to occur of (a) the settlement date for the Performance Units or (b) two years following retirement, the Grantee directly or indirectly solicits or otherwise entices any of the Company’s employees to resign from their employment with the Company, whether individually or as a group; or
(iii) at any time following a voluntary or involuntary retirement, the Grantee discloses or provides to any third party, or uses, modifies, copies or adapts any of the Company’s Confidential Information (as hereafter defined in Section 17). For purposes of this Section 4(d), an involuntary retirement occurs when the employment of an Grantee who satisfies the age and years of service criteria described in Section 4(b) above is terminated by the Company without Cause (as hereafter defined in Section 17) or is terminated by the Grantee with Good Reason (as hereafter defined in Section 17) within the 24-month period following a Change in Control (as hereafter defined in Section 17).
Violation of Restrictive Covenants. If Participant violates any provision of the Restrictive Covenants of this Certificate, then (i) any unvested Stock Appreciation Rights and (ii) any Stock Appreciation Rights that vested within one year prior to Participant’s termination of employment with the Company or its subsidiaries or at any time after such termination of employment (the “Forfeited SARs”) and that have not been exercised shall be immediately cancelled and rendered null and void without any payment therefor. If any such Forfeited SARs have been exercised prior to Participant’s violation of the Restrictive Covenants, Participant shall be required to repay or otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in clause (i) or (ii), depending on whether the Participant still holds the Shares received upon exercise of the Forfeited SARs; (i) to the extent that such Shares have been sold, the aggregate proceeds received from such sale of Shares, and (ii) to the extent that such Shares have not been sold at the time Company demand is made, the aggregate Fair Market Value of such Shares on the date the Forfeited SARs were exercised.
Violation of Restrictive Covenants. If the Optionee violates any provision of the Restrictive Covenants in Section 4 of this Award, then (i) any unvested Options and (ii) any Options that vested within one year prior to the Optionee’s termination of employment with the Company or any Affiliate or at any time after such termination of employment (the “Forfeited Options”) and that have not been exercised shall be immediately cancelled and rendered null and void without any payment therefor. If any such Forfeited Options have been exercised prior to the Optionee’s violation of the Restrictive Covenants, the Optionee shall be required to repay or otherwise reimburse the Company, upon demand, an amount in cash or Common Stock having a value equal to the amount described in clause (i) or (ii), depending on whether the Optionee still holds the Option Shares acquired upon exercise of the Forfeited Options; (i) to the extent that such Option Shares have been sold, the difference between the aggregate proceeds received from such sale of such Option Shares over the aggregate Exercise Price for such Option Shares, and (ii) to the extent that such Option Shares have not been sold at the time Company demand is made, the difference between the aggregate Fair Market Value of such Option Shares on the date the Forfeited Options were exercised over the aggregate Exercise Price with respect to such Option Shares.
Violation of Restrictive Covenants. Notwithstanding anything herein to the contrary, if the Participant breaches the Confidentiality Agreement or, if applicable, any of the Non-Competition and Non-Solicitation Obligations, (i) the Participant shall forfeit all Performance Shares and related dividend equivalents evidenced by this Agreement, effective on the date on which the Participant first breached such agreement or obligation(s) and (ii) if such breach occurs within 1 year following (A) the Vesting Date or (B) to the extent Section 3(b) applies, the applicable settlement date, all shares of Stock issued or transferred to the Participant pursuant to this Agreement shall be returned by the Participant to the Company within 30 days after the Company has provided notice to the Participant of such breach and, if such shares of Stock have been sold by the Participant, an amount equal to the proceeds from such sale (determined without regard to any taxes paid) shall become due and payable by the Participant to the Company within 30 days after the Company has provided notice to the Participant of such breach. Notwithstanding the foregoing, the Committee, in its sole discretion, may waive the Participant obligations described in clause (i) and (ii) at any time if deemed to be in the best interests of the Company. The Participant acknowledges and agrees that it would be inequitable for the Participant to benefit from the Performance Shares should the Participant breach the Confidentiality Agreement or, if applicable, any of the Non-Competition and Non-Solicitation Obligations.
