Grouped Into 8 Collections of Similar Clauses From Business Contracts
This page contains Forfeiture of Award clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Forfeiture of Award. Except to the extent Grantee's rights to receive the Restricted Shares (and any dividends declared thereunder) covered by this Agreement have become nonforfeitable pursuant to Section 3 of this Agreement, Grantee's rights to receive the Restricted Shares covered by this Agreement shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a Subsidiary.
Forfeiture of Award. Except to the extent Grantee's rights to receive the Restricted Shares (and any dividends declared thereunder) covered by this Agreement have become nonforfeitable pursuant to Section 3 of this Agreement, Grantee's rights to receive the Restricted Shares covered by this Agreement shall be forfeited automatically and without further notice on the date that Grantee ceases to be an in the employee of the Company or a Subsidiary. Subsidiary prior to December 31, 2020.
Forfeiture of Award. (a) Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or during the 12-month period following termination of employment or service (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary or with or without Cause or Good Reason), the Participant engages in a Prohibited Activity (as defined herein), then the Award shall immediately be terminated (to the extent not ot...herwise already terminated) and all of Participant's rights under this Agreement shall be forfeited in their entirety. (b) For the purposes herein, a "Prohibited Activity" shall have the meaning set forth on Schedule B attached hereto. (c) The Participant acknowledges that compliance with the provisions of this Section 21 is a condition precedent to the Participant's rights under this Agreement. The Participant further acknowledges and agrees that, by entering into this Agreement, the Participant agrees to be bound by the covenants contained in Schedule B for the durations and pursuant to the terms set forth therein regardless of whether the Participant's rights under this Agreement have been forfeited because of a violation of the covenants or otherwise. (d) Notwithstanding the provisions of Section 21(a) herein, the waiver by the Company in any one or more instances of any rights afforded to the Company pursuant to the terms of Section 21(a) herein shall not be deemed to constitute a further or continuing waiver of any rights the Company may have pursuant to the terms of this Agreement or the Plan (including but not limited to the rights afforded the Company in Section 20 herein).View More
Forfeiture of Award. (a) Notwithstanding any other provision of this Agreement, if, at any time during the employment or service of the Participant or during the 12-month period following termination of employment or service (regardless of whether such termination was by the Company or the Participant, and whether voluntary or involuntary or with or without Cause or Good Reason), the PSA Agreement (Employees – without Employment Agreement) (Rev. October 2018)9 Participant engages in a Prohibited Activity (as defined... herein), then the Award shall immediately be terminated (to the extent not otherwise already terminated) and all of Participant's rights under this Agreement shall be forfeited in their entirety. (b) For the purposes herein, a "Prohibited Activity" shall have the meaning set forth on Schedule B attached hereto. (c) The Participant acknowledges that compliance with the provisions of this Section 21 is a condition precedent to the Participant's rights under this Agreement. The Participant further acknowledges and agrees that, by entering into this Agreement, the Participant agrees to be bound by the covenants contained in Schedule B for the durations and pursuant to the terms set forth therein regardless of whether the Participant's rights under this Agreement have been forfeited because of a violation of the covenants or otherwise. (d) Notwithstanding the provisions of Section 21(a) herein, the waiver by the Company in any one or more instances of any rights afforded to the Company pursuant to the terms of Section 21(a) herein shall not be deemed to constitute a further or continuing waiver of any rights the Company may have pursuant to the terms of this Agreement or the Plan (including but not limited to the rights afforded the Company in Section 20 herein). herein).22. Compliance with Recoupment, Ownership and Other Policies or Agreements. As a condition to receiving this Award, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines, compensation recovery policy and/or other policies adopted by the Company, each as in effect from time to time and to the extent applicable to the Participant. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to him or her under Applicable Law.23. Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. View More
Forfeiture of Award. Grantee's right to receive the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall be forfeited automatically and without further notice on the date that Grantee ceases to be in continuous service to the Company as a Nonemployee Director prior to the first anniversary of the Date of Grant for any reason other than as described in Sections 1 or 2 hereof. In the event that Grantee shall intentionally commit an act that the Committee determ...ines to be materially adverse to the interests of the Company or a Subsidiary, Grantee's right to receive the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement to the contrary.View More
Forfeiture of Award. Grantee's right to receive a cash payment in respect of the Common Shares Deferred Share Equivalents covered by this Agreement and any Deferred Cash Dividends Dividend Equivalents accumulated with respect thereto shall be forfeited automatically and without further notice on the date that Grantee ceases to be in continuous service to an employee of the Company as or a Nonemployee Director Subsidiary prior to the first third anniversary of the Date of Grant for any reason other than as described ...in Sections 1 or 2 hereof. In the event that Grantee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a Subsidiary, Grantee's right to receive a cash payment with respect to the Common Shares Deferred Share Equivalents covered by this Agreement and any Deferred Cash Dividends Dividend Equivalents accumulated with respect thereto shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement to the contrary. View More
Forfeiture of Award. Except as provided in Section 2 of this Agreement, Grantee's right to receive the Common Shares covered by this Agreement RSUs and any Deferred Cash Dividends accumulated with respect thereto shall be forfeited automatically and without further notice on the date that Grantee ceases to be in Grantee's continuous service to the Company as a Nonemployee non-employee Director terminates prior to the first anniversary of the Date of Grant for any reason other than as described in Sections 1 or 2 her...eof. Grant. In the event that Grantee shall intentionally commit an act that the Committee determines to be materially adverse to the interests of the Company or a Subsidiary, Grantee's right to receive the Common Shares covered by this Agreement RSUs and any Deferred Cash Dividends accumulated with respect thereto shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement to the contrary. View More
Forfeiture of Award. In addition to the forfeiture provisions that may be applicable to this Award pursuant to Section 7.14 of the Plan, you will forfeit all or a portion of the Shares subject to this Award if your employment terminates under the circumstances described below: (i) If the Company or Subsidiary terminates your employment for Cause, then all unexercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all... rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company immediately upon your Termination of Employment for Cause, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the period that begins six (6) months immediately before your Termination of Employment for Cause and ends on the date the Company seeks recoupment pursuant to these Terms and Conditions. (ii) If, after your Termination of Employment, the Committee determines in its sole discretion that while you were a Company or Subsidiary employee you engaged in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then all unexercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company immediately upon the date the Committee determines that you could have been terminated for Cause, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the period that begins six (6) months immediately before your Termination of Employment and ends on the date the Company seeks recoupment pursuant to these Terms and Conditions. (iii) If the Committee determines in its sole discretion that at any time after your Termination of Employment and prior to the first anniversary of your Termination of Employment you (A) disclosed confidential or proprietary information related to any business of the Company or any Subsidiary or (B) violated the terms of any non-competition agreement by and between you and the Company or any Subsidiary and the Committee has not approved of your employment with a competitor in writing, then all unexercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company, immediately upon the Committee's determination date, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the period that begins six (6) months immediately before your Termination of Employment and ends on the date of the Company seeks recoupment pursuant to these Terms and Conditions.View More
Forfeiture of Award. In addition to the forfeiture provisions that may be applicable to this Award pursuant to Section 7.14 of the Plan, you You will forfeit all or a portion of the Shares subject to this Award if your employment terminates under the circumstances described below: (i) If the Company or Subsidiary terminates your employment for Cause, including, without limitation, a termination as a result of your violation of the Company's Guide to Business Conduct, then the Company will immediately rescind all une...xercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company immediately upon your Termination of Employment for Cause, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the 12-month period that begins six (6) months occurs immediately before your Termination of Employment for Cause and ends on the date the Company seeks recoupment pursuant to these Terms and Conditions. Cause. 5/10 (ii) If, after your Termination of Employment, the Committee determines in its sole discretion that while you were a Company or Subsidiary employee you engaged in activity that would have constituted grounds for the Company or Subsidiary to terminate your employment for Cause, then the Company will immediately rescind all unexercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company immediately upon the date the Committee determines that you could have been terminated for Cause, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the period that begins six (6) 12 months immediately before your Termination of Employment and ends on the date that the Company seeks recoupment pursuant to these Terms and Conditions. Committee determines that you could have been terminated for Cause. (iii) If the Committee determines in its sole discretion that at any time after your Termination of Employment and prior to the first second anniversary of your Termination of Employment you (A) disclosed confidential or proprietary information related to any business of the Company or any Subsidiary or (B) violated entered into an employment or consultation arrangement (including any arrangement for employment or service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in a business and (1) such employment or consultation arrangement would likely (in the terms Committee's sole discretion) result in the disclosure of confidential or proprietary information related to any non-competition agreement by and between you and business of the Company or any Subsidiary to a business that is competitive with any Company or Subsidiary business as to which you had access to strategic or confidential information and (2) the Committee has not approved of your employment with a competitor the arrangement in writing, then the Company will immediately rescind all unexercised portions of this Award (whether vested or unvested) will immediately and automatically terminate and you will immediately and automatically forfeit all rights you have with respect to this Award. Also, by accepting this Award, you agree and promise to deliver to the Company, immediately upon the Committee's determination date, Shares (or, in the discretion of the Company, cash) equal in value to the amount of all profits you realized upon the exercise of any portion of this Award during the period that begins six (6) 12 months immediately before your Termination of Employment and ends on the date of the Company seeks recoupment pursuant to these Terms and Conditions. Committee's determination. View More
Forfeiture of Award. Except to the extent the RSUs covered by this Agreement have become nonforfeitable pursuant to Sections 4 or 5 hereof, the RSUs covered by this Agreement shall be forfeited automatically and without further notice, and shall no longer be considered covered by this Agreement, on the date that the Grantee ceases to be an employee of the Company or any Subsidiary.
Forfeiture of Award. Except to the extent the RSUs covered by this Agreement have become nonforfeitable pursuant to Sections 4 or 5 hereof, the RSUs covered by this Agreement shall be forfeited automatically and without further notice, and shall no longer be considered covered by this Agreement, on the date that the Grantee ceases to be an employee of serve continuously on the Company or any Subsidiary. Board.
Forfeiture of Award. If the Grantee's service terminates by reason of death or Disability, a pro rata portion of the Interests granted pursuant to this Award shall be vested based on the ratio between (1) the number of full months of service completed from the Grant Date to the termination date and (2) the total number of full months of service required for all of the Interests to become vested. After giving effect to the preceding sentence, all unvested Interests shall be immediately forfeited as of the date of the... Grantee's termination of Service for any reason.View More
Forfeiture of Award. If the Grantee's service terminates by reason of death or Disability, disability (within the meaning of Section 22(e)(3) of the Code), a pro rata portion of the Interests granted pursuant to this Award shall be vested based on the ratio between (1) the number of full months of service completed from the Grant Date to the termination date and (2) the total number of full months of service required for all of the Interests to become vested. After giving effect to the preceding sentence, all unvest...ed Interests shall be immediately forfeited as of the date of the Grantee's termination of Service service for any reason. View More
Forfeiture of Award. Subject to Section 5, all of the Common Shares subject to this grant that are then forfeitable shall be forfeited by you if your service as a member of the Board of Directors of the Company (a "Director") is terminated before the fifth anniversary of the date of this grant; provided, however, if, before the fifth anniversary of the date of this grant, your service as a Director is terminated as a result of your death or disability, or your service as a Director involuntarily ceases other than fo...r Cause (as defined in Section 5(c)), unless otherwise provided in Section 5(a), a portion of the shares covered by this grant that then remain forfeitable shall become freely transferable and non-forfeitable as follows: that number of shares shall become freely transferable and non-forfeitable which bears the same ratio to the total number of shares subject to this grant that then remain forfeitable and would have become non-forfeitable at the next anniversary of the date of this grant as the number of full months from the date of this grant (or, if such service is terminated after the first anniversary of the date of this grant, then from the date of the latest anniversary) to the date of termination of such service bears to 12, and the balance of the shares subject to this grant shall be forfeited to the Company.View More
Forfeiture of Award. Subject to Section 5, all of the Common Shares subject to this grant that are then forfeitable shall be forfeited by you if your service as a member of the Board of Directors of the Company (a "Director") is terminated before the fifth first anniversary of the date of this grant; provided, however, if, before the fifth first anniversary of the date of this grant, your service as a Director is terminated as a result of your death or disability, or your service as a Director involuntarily ceases o...ther than for Cause (as defined in Section 5(c)), unless otherwise provided in Section 5(a), a portion of the shares covered by this grant that then remain forfeitable shall become freely transferable and non-forfeitable ("Vest") as follows: that number of shares shall become freely transferable and non-forfeitable which bears the same ratio to the total number of shares subject to this grant that then remain forfeitable and would have become non-forfeitable at the next anniversary of the date of this grant as the number of full months from the date of this grant (or, if such service is terminated after the first anniversary of the date of this grant, then from the date of the latest anniversary) to the date of termination of such service bears to 12, and the balance of the shares subject to this grant shall be forfeited to the Company. View More
Forfeiture of Award. Except as described in Section 5(b) and (c), a Grantee's Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Determination Date.
Forfeiture of Award. Except as described in Section 5(b) and (c), 5(b), a Grantee's Award shall be forfeited to the Company if the Grantee does not remain in continuous employment with the Company or its affiliates until the Determination Vesting Date.
