Forfeitability. Except as provided in Section 6 of this Agreement, if the employment of the Employee shall terminate prior to the expiration of three (3) years from the date of grant other than by reason of death or permanent disability, the shares granted (or any shares into which they may have been converted or for which they may have been exchanged) shall be forfeited. If the Employee continues to be employed on the third anniversary of the date of grant, the shares shall become non-forfeitable.
Forfeitability. Should you cease Service prior to vesting in one or more Units subject to your Award, your Award will be cancelled with respect to those unvested Units on the first date you are no longer rendering Service, regardless of the reason for the termination of your Service, except as otherwise expressly provided in the above Vesting Schedule. You will cease to have any right or entitlement to receive a Cash Payment for any cancelled Units. Except as otherwise expressly provided in the above Vesting Schedule, the Vesting Schedule requires your continued Service through the applicable vesting date as a condition to the vesting of the applicable Units and the rights and benefits under this Agreement. Except as otherwise expressly provided in the above Vesting Schedule, Service for only a portion of a vesting period, even if a substantial portion, will not entitle you to any proportionate vesting or avoid or mitigate the forfeiture that occurs upon the termination of your Service.
Forfeitability. Should your Continuous Status as an Employee, Director or Consultant cease for any reason prior to vesting in one or more installments of the Shares subject to your Award, then your Award will be cancelled with respect to the unvested Shares and the number of your Restricted Stock Units will be reduced accordingly, and you will cease to have any right or entitlement to receive any Shares under those cancelled units.
Forfeitability. Anything herein to the contrary notwithstanding, if the Board of Directors of Cleveland-Cliffs shall determine in good faith that a Participant who is entitled to a benefit hereunder by reason of termination of his employment with the Controlled Group and each Affiliate, during the period of 5 years after termination of his employment or until he attains age 65, whichever period is shorter, has engaged in a business competitive with Cleveland-Cliffs or any member of the Controlled Group or any Affiliate without the prior written consent of Cleveland-Cliffs, such Participant's rights to a supplemental Pension Plan Benefit hereunder and the rights, if any, of his Beneficiary shall be terminated and no further Supplemental Benefit shall be paid to him or his Beneficiary hereunder.
Forfeitability. The vesting schedule requires your continued service as a Board member over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service as a Board member for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your service as a Board member prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full should your service as a Board member terminate by reason of your death or Permanent Disability, and those vested Shares shall be issued to you on the tenth business day following such termination of Board service or as soon as administratively practicable following such termination of Board service, but in no event later than the later of (i) the close of the calendar year in which such termination of Board service occurs or (ii) the fifteenth day of the third calendar month following such termination of Board service. Should you cease to serve as a Board member for any other reason prior to vesting in all the Units subject to your Award, your Award will be cancelled with respect to those unvested Units (and the underlying Shares) on the first date you are no longer a Board member, and you will cease to have any right or entitlement to receive any Shares under those cancelled Units.
Forfeitability. The vesting schedule requires your continued service as a Board member over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service as a Board member for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your service as a Board member prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full and become immediately issuable should your service as a Board member terminate by reason of your death or Permanent Disability.
Forfeitability. Should your Continuous Status as an Employee, Director or Consultant cease because (i) you were not nominated for or elected to a new term to serve as a Director or (ii) you resigned as a Director at the Company’s convenience, which shall include, without limitation, your resignation resulting from your failure to receive a majority of the votes cast in an election for Directors in accordance with the Company’s Bylaws, prior to vesting in one or more installments of the Shares subject to your Award, then your Award shall be fully vested. Should your Continuous Status as an Employee, Director or Consultant cease for any reason other than (i) or (ii) in the preceding sentence prior to vesting in one or more installments of the Shares subject to your Award, then your Award will be cancelled with respect to the unvested Shares and the number of your Restricted Stock Units will be reduced accordingly, and you will cease to have any right or entitlement to receive any Shares under those cancelled units.
Forfeitability. The vesting schedule requires your continued Service over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your Service prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full should your Service terminate by reason of your death or Permanent Disability, and those vested Shares shall be issued to you on the tenth business day following such termination of Service or as soon as administratively practicable following such termination of Service, but in no event later than the later of (i) the close of the calendar year in which such termination of Service occurs or (ii) the fifteenth day of the third calendar month following such termination of Service. Should you cease to serve as a Board member for any other reason prior to vesting in all the Units subject to your Award, your Award will be cancelled with respect to those unvested Units (and the underlying Shares) on the first date you are no longer a Board member, and you will cease to have any right or entitlement to receive any Shares under those cancelled Units.
Forfeitability. You acknowledge and agree that in the event that your service as a Director terminates for any reason prior to vesting as set forth above, you shall forfeit all rights in all unvested Restricted Shares (unless the Committee in its discretion waives forfeiture as to some or all of such Restricted Shares). The Company shall have the uncontestable right to reacquire forfeited Restricted Shares from you.
Forfeitability. Should you cease service under circumstances which do not otherwise entitle you to vesting of the unvested Restricted Stock Units, all unvested Restricted Stock Units and any rights to the underlying Shares will be immediately forfeited to the Company upon such cessation for no consideration, and you will thereupon cease to have any right or entitlement to receive any Shares under those cancelled units. Transferability: Prior to your actual receipt of the Shares in which you vest under your Award, you may not transfer any interest in your Award or the underlying Shares or pledge or otherwise hedge the sale of those Shares, including (without limitation) any short sale, put or call option or any other instrument tied to the value of those Shares. However, your right to receive any Shares which have vested under your Restricted Stock Units but which remain unissued at the time of your death may be transferred following your death pursuant to the provisions of your will or the laws of inheritance. The Shares issued to you following the vesting of your Award will be registered under the Federal securities laws. Subsequent sales and other transfers of those Shares will be subject to: (i) the terms and conditions of the Plan, (ii) any market black-out periods the Company may impose from time to time, (iii) the requirements of the Company’s xxxxxxx xxxxxxx policies, and (iv) applicable securities laws.
