Cancellation and Rescission. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death and disability) shall be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that the cancellation and rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for violation. Engaging in Detrimental Activity as defined in the Plan may result in cancellation or rescission of your Award. Detrimental Activity includes your acceptance of an offer to Engage in or Associate with any business which is or becomes competitive with the Company. Jurisdiction, Governing Law, Expenses, Taxes and Administration Your Equity Award Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law rules. You agree that any action or proceeding with respect to your Equity Award Agreement shall be brought exclusively in the state and federal courts sitting in New York County or, Westchester County, New York. You agree to the personal jurisdiction thereof, and irrevocably waive any objection to the venue of such action, including any objection that the action has been brought in an inconvenient forum. If any court of competent jurisdiction finds any provision of your Equity Award Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of your Equity Award Agreement shall continue in full force and effect. If you or the Company brings an action to enforce your Equity Award Agreement and the Company prevails, you will pay all costs and expenses incurred by the Company in connection with that action and in connection with collection, including reasonable attorneys’ fees. If the Company, in its sole discretion, determines that it has incurred or will incur any obligation to withhold taxes as a result of your Award, without limiting the Company’s rights under Section 9 of the Plan, the Company may withhold the number of shares that it determin...
Cancellation and Rescission. 19.1. In the event that a Contract has been entered into for an indefinite period of time and is, due to its nature and content, not discharged by performance, the Company may cancel it by means of notice of termination in Written Form. If no provision has been included in the Contract as to a notice period, a reasonable notice period with a maximum duration of 1 month must be observed in the termination. In connection with cancelation by way of giving notice, the Company shall never be required to pay any damages.
Cancellation and Rescission. You understand that IBM may cancel, modify, rescind, suspend, withhold or otherwise limit or restrict this Award in accordance with the terms of the Plan, including, without limitation, canceling or rescinding this Award if you render services for a competitor prior to, or during the Rescission Period. You understand that the Rescission Period that has been established is 12 months. Refer to the Terms and Conditions document and the Plan for further details.
Cancellation and Rescission. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of the Plan and your Equity Award Agreement (including the provisions relating to termination of employment, death and disability) shall be made in IBM’s sole discretion. Determinations made under your Equity Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that the cancellation and rescission provisions of the Plan and your Equity Award Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of your Award is the penalty for violation.
Cancellation and Rescission. The Committee may cancel, terminate, rescind, suspend, withhold or otherwise limit or restrict exercise of the unexercised portion of an Option if you engage in any "Detrimental Activity" as defined below or otherwise violate any applicable provision of this Agreement or the Plan. Upon each exercise of an Option, you must certify in a manner acceptable to the Company that you are in compliance with all applicable provisions of this Agreement and the Plan, including the provisions of this section regarding Detrimental Activity. If you engage in any Detrimental Activity prior to or within one (1) year after any exercise of an Option, the exercise may be rescinded pursuant to this section within two (2) years after such exercise. In the event of such rescission, you will be obligated to pay to the Company the amount of any gain realized as a result of the rescinded exercise, in such manner and on such terms and conditions as the Company may require, and the Company will be entitled to set-off against the amount of any such gain any amount the Company owes to you. For purposes of this section, "Detrimental Activity" means:
Cancellation and Rescission. The Plan Administrator may cancel, rescind, suspend, withhold or otherwise limit or restrict all or any portion of this Options at any time if Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, or if Optionee engages in any “Adverse Activity.” For purposes of this Section 4, “Adverse Activity” shall include: (i) the rendering of services for any organization or engaging directly or indirectly in any business which is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company; (ii) the disclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material relating to the business of the Company, acquired by Optionee either during or after employment with the Company; (iii) the failure or refusal to disclose promptly and to assign to the Company in accordance with the Company’s policies and any agreement in effect between the Company and the Optionee pertaining to confidentiality and/or ownership of intellectual property all right, title and interest in any invention or idea, patentable or not, made or conceived by Optionee during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company; (iv) activity that results in termination of the Optionee’s employment for cause; (v) a material violation of any rules, policies, procedures or guidelines of the Company; or (vi) any attempt directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business of any current or prospective customer, supplier or partner of the Company.
Cancellation and Rescission. Notwithstanding anything contained herein to the contrary, (i) if the Committee determines that an Optionee engages or has engaged in Detrimental Activity prior to any exercise of the Option, the Option shall thereupon terminate and expire and any amounts of cash, shares of Company Common Stock or other property received by the Optionee on the exercise or settlement of any part of the Option or in connection with such Option shall be immediately returned or repaid to the Company and (ii) as a condition of the exercise of the Option contemplated herein, Optionee may be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Optionee is in compliance with the terms and conditions of the Plan and this Agreement and the Optionee has not engaged in, and does not intend to engage in, any Detrimental Activity. RESTRICTED STOCK AGREEMENT PURSUANT TO THE SABRE INDUSTRIES, INC. 2011 OMNIBUS INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of the day of , 20 , by and between Sabre Industries, Inc. (the “Company”) and (the “Participant”).
Cancellation and Rescission. Notwithstanding any other provision of this Agreement, this Restricted Stock Award is subject to Section 18 of the Plan, and both the issuance of Restricted Shares as provided in Section 2 of this Agreement and the delivery of unrestricted Shares pursuant to Section 6 of this Agreement shall be deemed the “payment or delivery of Shares” for purposes of Section 18.2 of the Plan.
Cancellation and Rescission. If, at any time, (i) during Optionee’ employment with the Company or a Subsidiary or (ii) during the period after Optionee’s termination of employment with the Company or any Subsidiary for any reason, but not to exceed 24 months following Optionee’s termination of employment, Optionee engages in any “Detrimental Activity” (as defined below), the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this grant of the Option as of the first date Optionee engaged in the Detrimental Activity, as determined by the Committee. Without limiting the generality of the foregoing, the Committee may also require Optionee to pay to the Company any gain realized by Optionee from the Shares subject to this grant of the Option during the period beginning six months prior to the date on which Optionee engaged or began engaging in Detrimental Activity. As used in this Agreement, “Detrimental Activity” means the breach or violation by the Optionee of any of the covenants of the Optionee in this Section 10.
Cancellation and Rescission. Notwithstanding anything contained herein or in the Plan to the contrary, this Option shall not be subject to the provisions of the Plan regarding Detrimental Activity. RESTRICTED STOCK AGREEMENT PURSUANT TO THE SABRE INDUSTRIES, INC. 2011 OMNIBUS INCENTIVE PLAN THIS AGREEMENT (the “Agreement”), made as of the 25th day of May, 2011, by and between Sabre Industries, Inc. (the “Company”) and (the “Participant”).
