Common use of Violation of Restrictive Covenants Clause in Contracts

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 agrees upon Optionee’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee following the Last Day any amounts Optionee owes the Company under Section II(F). 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. 5. In addition, if Optionee realizes any amounts in excess of what he or she should have received under the terms of any Options for any reason due to mistake in calculations or other administrative error, then Optionee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.

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 agrees upon Optionee’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee following the Last Day any amounts Optionee owes the Company under Section II(F). 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. 5. In addition, if Optionee realizes any amounts in excess of what he or she should have received under the terms of any Options for any reason due to mistake in calculations or other administrative error, then Optionee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.,

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.equal 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 agrees upon Optionee’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee following the Last Day any amounts Optionee owes the Company under Section II(F). . 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. . 5. In addition, if Optionee realizes any amounts in excess of what he or she should have received under the terms of any Options for any reason due to mistake in calculations or other administrative error, then Optionee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.

Violation of Restrictive Covenants. This subsection sets forth the circumstances under which Optionee Grantee shall forfeit all or a portion of any vested or unvested Options held by Optionee Restricted Stock Units 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 Optionsthe Restricted Stock Units. 1. If Optionee Grantee violates any provisions of Section II of this Agreement (a “Forfeiture Event”), Optionee Grantee 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) unvested Restricted Stock Units without payment. .. This provision does not alter the circumstances for forfeiture of unexercised Options unvested Restricted Stock Units as described in Section I(D) of this Agreement. 2. If Optionee has exercised For any of the Options prior to the Forfeiture Event, then for any Option Restricted Stock Units that has been exercised vested during the 12 month period prior to the Forfeiture Event or at any time after the Forfeiture event, Optionee Grantee 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 shares of Stock underlying such Restricted Stock Units on the date the Options were exercisedRestricted Stock Units became vested and (ii) any dividend or DER amounts paid in respect of Shares. 3. The relief provided in this Section II(F) of the Agreement does not constitute the Company’s exclusive remedy for the OptioneeGrantee’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 OptioneeXxxxxxx’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 OptionsRestricted Stock Units. By receiving the OptionsRestricted Stock Units, Optionee Xxxxxxx agrees upon OptioneeXxxxxxx’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee the Grantee following the Last Day any amounts Optionee Grantee owes the Company under Section II(F). 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee Grantee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. 5. In addition, if Optionee Xxxxxxx realizes any amounts in excess of what he or she Grantee should have received under the terms of any Options Restricted Stock Units for any reason due to mistake in calculations or other administrative error, then Optionee Grantee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.

Violation of Restrictive Covenants. This subsection sets forth the circumstances under which Optionee Grantee shall forfeit all or a portion of any vested or unvested Options held by Optionee Restricted Stock Units without payment and/or be required to repay or otherwise reimburse the Company for the any gain or value realized in respect of all or a portion of any exercised Optionsthe Restricted Stock Units. 1. If Optionee Grantee violates any provisions of Section II of this Agreement (a “Forfeiture Event”), Optionee Grantee 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 paymentunvested Restricted Stock Units. This provision does not alter the circumstances for forfeiture of unexercised Options unvested Restricted Stock Units as described in Section I(D) of this Agreement. 2. If Optionee has exercised For any of the Options prior to the Forfeiture Event, then for any Option Restricted Stock Units that has been exercised vested during the 12 month period prior to the Forfeiture Event or at any time after the Forfeiture event, Optionee Grantee 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 shares of Stock underlying such Restricted Stock Units on the date the Options were exercisedRestricted Stock Units became vested and (ii) any dividend or DER amounts paid in respect of Shares. 3. The relief provided in this Section II(F) of the Agreement does not constitute the Company’s exclusive remedy for the OptioneeGrantee’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 OptioneeGrantee’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 OptionsRestricted Stock Units. By receiving the OptionsRestricted Stock Units, Optionee Grantee agrees upon OptioneeGrantee’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee Grantee following the Last Day any amounts Optionee Grantee owes the Company under Section II(F). . 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee Grantee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. . 5. In addition, if Optionee Grantee realizes any amounts in excess of what he or she Grantee should have received under the terms of any Options Restricted Stock Units for any reason due to mistake in calculations or other administrative error, then Optionee Grantee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.amounts

Violation of Restrictive Covenants. This subsection sets forth the circumstances under which Optionee Grantee shall forfeit all or a portion of any vested or unvested Options held by Optionee Restricted Stock Units without payment and/or be required to repay or otherwise reimburse the Company for the any gain or value realized in respect of all or a portion of any exercised Optionsthe Restricted Stock Units. 1. If Optionee Grantee violates any provisions of Section II of this Agreement (a “Forfeiture Event”), Optionee Grantee 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 paymentunvested Restricted Stock Units. This provision does not alter the circumstances for forfeiture of unexercised Options unvested Restricted Stock Units as described in Section I(D) of this Agreement. 2. If Optionee has exercised For any of the Options prior to the Forfeiture Event, then for any Option Restricted Stock Units that has been exercised vested during the 12 month period prior to the Forfeiture Event or at any time after the Forfeiture event, Optionee Grantee 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 shares of Stock underlying such Restricted Stock Units on the date the Options were exercisedRestricted Stock Units became vested and (ii) any dividend or DER amounts paid in respect of Shares. 3. The relief provided in this Section II(F) of the Agreement does not constitute the Company’s exclusive remedy for the OptioneeGrantee’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 OptioneeXxxxxxx’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 OptionsRestricted Stock Units. By receiving the OptionsRestricted Stock Units, Optionee Xxxxxxx agrees upon OptioneeXxxxxxx’s violation of Section II of this Agreement that the Company may, subject to applicable state law, deduct from any amounts the Company owes Optionee Grantee following the Last Day any amounts Optionee Grantee owes the Company under Section II(F). 4. The provisions under this Section II(F) of the Agreement and any amounts repayable by Optionee Grantee hereunder are intended to be in addition to any rights to repayment the Company may have under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and other applicable law. 5. In addition, if Optionee Xxxxxxx realizes any amounts in excess of what he or she Grantee should have received under the terms of any Options Restricted Stock Units for any reason due to mistake in calculations or other administrative error, then Optionee Grantee shall be required to repay or reimburse any such excess amounts to the Company within thirty (30) days following the Company’s written demand for repayment.