Forfeiture of Restricted Shares. Subject to Section 4(b), if your Service to the Company or any Affiliate terminates before all of the Restricted Shares have vested, or if you attempt to transfer Restricted Shares in a manner contrary to the transfer restrictions, you will immediately forfeit all unvested Restricted Shares. Any Restricted Shares that are forfeited shall be returned to the Company for cancellation.
Forfeiture of Restricted Shares. (a) Unless the Committee determines otherwise, and except as otherwise provided in Section 3, if your employment terminates prior to the Vesting Date, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto. Furthermore, unless the Committee determines otherwise, and except as otherwise provided in Section 3, if the Committee determines on the Determination Date that the Performance Goal has not been achieved, your rights with respect to the Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
(b) Notwithstanding anything to the contrary in this Award Agreement, in the event that you incur a termination of employment by the Company without Cause or due to Disability or by you for Good Reason, in order for the Restricted Shares that would be Remaining Restricted Shares to be treated as provided in Section 3(a)(ii) or (iii), you must sign a customary release of claims in favor of the Company and its Affiliates that is acceptable to the Company, and such release must become effective and irrevocable on or before the 65th day following your termination of employment. In the event you do not sign such release or revoke such release before it becomes effective, you will forfeit all rights to any unvested Restricted Shares or Remaining Restricted Shares, as applicable. In addition, in the event that (i) you violate the Restrictive Covenants, (ii) you engage in any conduct constituting Cause, (iii) a “Forfeiture Event” (as defined in the Clawback Policy) with respect to you occurs or (iv) you otherwise violate the Clawback Policy or any other recoupment or clawback policy adopted by the Company, as may be amended from time to time, to the extent necessary to address the requirements of applicable law (including Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, as codified in Section 10D of the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 or any other applicable law), all outstanding vested or unvested Restricted Shares and Remaining Restricted Shares, as applicable, shall be forfeited and canceled. In addition, you acknowledge and agree that this Award, including all Restricted Shares or Remaining Restricted Shares, as applicable, and any dividend amounts paid pursuant to Section 6 or, following the Vesting Date, in respect of Shares rel...
Forfeiture of Restricted Shares. Unless the Committee determines otherwise, and except as otherwise provided in your Employment Agreement or in Section 3 of this Award Agreement, if your rights with respect to any Restricted Shares awarded to you pursuant to this Award Agreement have not become vested prior to the date on which your employment with the Company and its Affiliates terminates, your rights with respect to such Restricted Shares shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
Forfeiture of Restricted Shares. In the event that the Participant’s employment by the Company or a subsidiary terminates for any reason other than his or her death, retirement or permanent disability, such event shall constitute an “Event of Forfeiture” and all Shares which at that time are Restricted Shares shall thereupon be forfeited by the Participant to the Company without payment of any consideration by the Company, and neither the Participant nor any successor, heir, assign or personal representative of the Participant shall have any right, title or interest in or to such Restricted Shares.
Forfeiture of Restricted Shares. Unless the Committee determines otherwise or except as otherwise set forth in Section 3(a), if your rights with respect to any Restricted Shares or Retained Distributions (as defined below) awarded to you pursuant to this Award Agreement have not become vested prior to the date on which you cease to serve as a member of the Board, your rights with respect to such Restricted Shares or Retained Distributions shall immediately terminate, and you will be entitled to no further payments or benefits with respect thereto.
Forfeiture of Restricted Shares. The Restricted Shares (and any related accumulated dividends) that have not yet vested pursuant to Section 2(a) shall be forfeited automatically without further action or notice if Grantee’s Continuous Service with the Company or a Subsidiary terminates prior to a Vesting Date for any reason other than as provided pursuant to Section 2(b).
Forfeiture of Restricted Shares. The Recipient’s Restricted Shares that have not vested in accordance with Section 7 shall be immediately and irrevocably forfeited as follows:
(a) If the Performance Goal is not achieved, all Restricted Shares will be immediately forfeited.
(b) If Recipient sells any of the Underlying Shares prior to vesting it shall result in the immediate forfeiture of an equal number of the Restricted Shares from that Award.
(c) If Recipient resigns or is terminated by the Company voluntarily or involuntarily other than by death, disability or retirement as provided in Section 7, all Restricted Shares will be immediately forfeited.
Forfeiture of Restricted Shares. Any and all Restricted Shares which have not become vested and for which the Period of Restriction has not lapsed in accordance with Section 3, 4 or 5 hereof shall be forfeited and shall revert to the Company upon the termination by Participant, or the Company, Parent or Subsidiary, of Participant’s status as a Service Provider for any reason other than those set forth in Section 4 hereof prior to such vesting and the lapse of the Period of Restriction.
Forfeiture of Restricted Shares. In the event that the Participant (a) voluntarily terminates his employment with the Company (including its subsidiaries), (b) is discharged from employment with the Company (including its subsidiaries) as a result of his failure (not caused by death or Disability (as defined in the Plan)) to perform the duties of his position faithfully and to the best of his ability, or (c) except in connection with a Change in Control as described below, is reassigned to a position which, in the opinion of the Committee, reduces the Participant's opportunity to make an impact upon the profitability of the Company through his/her decisions, actions and counsel (the events described in the foregoing clauses (a), (b), and (c) being called herein "Events of Forfeiture"), all Shares which at the time are Restricted Shares shall be forfeited by the Participant to the Company without payment of any consideration by the Company, and neither the Participant, nor any successor, heir, assign or personal representative of the Participant, shall have any further right to or interest in such Restricted Shares or any certificate or certificates evidencing them. Notwithstanding anything herein to the contrary, if a Change in Control (as defined in the Plan) occurs and if, prior to the date on which the Change in Control occurs, the Participant's employment with the Company is terminated or the Participant is reassigned to a position within the meaning of Section 4(c) and if it is reasonably demonstrated by the Participant that such termination of employment or reassignment of position (I) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement such termination or reassignment shall not be deemed an Event of Forfeiture, no Shares which at the time are Restricted Shares shall be forfeited by the Participant to the Company upon such termination or reassignment, and all Restrictions with respect to such Shares shall lapse upon the Change in Control.
Forfeiture of Restricted Shares. Upon Participant’s termination of Service the Restricted Shares will be forfeited and canceled except to the extent they have become vested in accordance with Section 4.
