Common use of Forfeiture of Restricted Stock Clause in Contracts

Forfeiture of Restricted Stock. Subject to Section 4, notwithstanding any other provision of this Agreement, all of the Restricted Stock granted hereunder shall be forfeited by the Grantee and canceled in the event any of the following events occur prior to the Vesting Date: (a) The termination of the Grantee's employment with the Company for Cause or without Good Reason, as such terms are defined in the employment agreement of such Grantee, or if such term or terms is not defined in the employment agreement or there is not an employment agreement as amended or if the Company discovers or becomes aware after termination of the Grantee’s employment of conduct by the Grantee during employment that would have constituted Cause; or (b) The occurrence of any one or more of the following: (i) The Grantee purchases or sells securities of the Company without written authorization in accordance with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if any; (ii) The Grantee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Grantee or the benefit of a third party; (iii) The Grantee fails to reasonably cooperate to effect a smooth transition of the Grantee’s duties and to ensure that the Company is apprised of the status of all matters the Grantee is handling or is unavailable for consultation after termination of employment of the Grantee if such availability is a condition of any agreement to which the Company and the Grantee are parties; (iv) The Grantee fails to assign all of such Grantee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Grantee used or intended for use by or on behalf of the Company or the Company’s clients; (v) The Grantee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation, or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (vi) A finding by the Board that the Grantee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

Forfeiture of Restricted Stock. Subject If the employment of the Employee by the Company terminates for any reason except death, the shares of Restricted Stock for which the applicable Vesting Period has not expired as of the date of such termination, shall be forfeited and returned to Section 4, notwithstanding any other provision of this Agreementthe Company. Upon the Employee’s death, all of the shares of Restricted Stock granted hereunder (whether or not vested) shall become fully vested and shall not be forfeited by forfeitable. Upon the Grantee occurrence of a Change in Control of the Company, any shares of Restricted Stock for which the applicable Vesting Period has not expired, shall become fully vested and canceled shall not be forefeitable. For purposes of this Restricted Stock Agreement, a “Change in Control” of the event any Company means the occurrence of one of the following events occur prior to the Vesting Date: (a) The termination of the Grantee's employment with the Company for Cause or without Good Reason, as such terms are defined in the employment agreement of such Grantee, or if such term or terms is not defined in the employment agreement or there is not an employment agreement as amended or if the Company discovers or becomes aware after termination of the Grantee’s employment of conduct by the Grantee during employment that would have constituted Cause; or (b) The occurrence of any one or more of the followingevents: (i) The Grantee purchases or sells securities individuals who, on the Grant Date, constitute the Board of Trustees of the Company (the “Incumbent Trustees”) cease for any reason to constitute at least a majority of the Board of Trustees (the “Board”), provided that any person becoming a trustee subsequent to the Grant Date whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for trustee, without written authorization in accordance objection to such nomination) shall be an Incumbent Trustee; provided, however, that no individual initially elected or nominated as a trustee of the Company as a result of an actual or threatened election contest with respect to trustees or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if anyBoard shall be an Incumbent Trustee; (ii) The Grantee any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Grant Date, a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that an event described in this paragraph (ii) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) discloses, publishes the Company or authorizes anyone else to use, disclose or publish, without the prior written consent any majority-owned subsidiary of the Company, any proprietary or confidential information Company (provided that this exclusion applies solely to the ownership levels of the CompanyCompany or the majority-owned subsidiary), including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly any tax-qualified, broad-based employee benefit plan sponsored or indirectly uses maintained by the Company or any such proprietary or confidential information for the individual benefit majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)), (E) (a) any of the Grantee partners (as of the Grant Date) in Interstate Properties (“Interstate”) including immediate family members and family trusts or family-only partnerships and any charitable foundations of such partners (the benefit “Interstate Partners”), (b) any entities the majority of a third partythe voting interests of which are beneficially owned by the Interstate Partners, or (c) any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including the Interstate Partners (the persons in (a), (b) and (c) shall be individually and collectively referred to herein as, “Interstate Holders”); (iii) The Grantee fails to reasonably cooperate to effect the consummation of a smooth transition merger, consolidation, share exchange or similar form of transaction involving the Company or any of its subsidiaries, or the sale of all or substantially all of the GranteeCompany’s duties and to ensure that the Company is apprised assets (a “Business Transaction”), unless immediately following such Business Transaction (a) more than 50% of the status of all matters the Grantee is handling or is unavailable for consultation after termination of employment total voting power of the Grantee if entity resulting from such availability Business Transaction or the entity acquiring the Company’s assets in such Business Transaction (the “Surviving Corporation”) is beneficially owned, directly or indirectly, by the Interstate Holders or the Company’s shareholders immediately prior to any such Business Transaction, and (b) no person (other than the persons set forth in clauses (A), (B), (C), or (F) of paragraph (ii) above or any tax-qualified, broad-based employee benefit plan of the Surviving Corporation or its affiliates) beneficially owns, directly or indirectly, 30% or more of the total voting power of the Surviving Corporation (a condition of any agreement to which the Company and the Grantee are parties;“Non-Qualifying Transaction”); or (iv) The Grantee fails to assign all Board approval of such Grantee’s rightsa liquidation or dissolution of the Company, title and interest in and to any and all ideasunless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, inventionsdirectly or indirectly, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Grantee used or intended for use by or on behalf Company’s shareholders in substantially the same proportions as such shareholders owned the Company’s outstanding voting common equity interests immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company or the Company’s clients; (v) The Grantee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation, or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (vi) A finding by the Board that the Grantee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the CompanyEmployee under this Restricted Stock Agreement.

Forfeiture of Restricted Stock. Subject to Section 4, notwithstanding any other provision of this Agreement, all of the Restricted Stock granted hereunder shall be forfeited by the Grantee and canceled in the event any of the following events occur prior to the Vesting Date: (a) The termination Grantee no longer is serving as a Director of the Grantee's employment with the Company for Cause or without Good Reason, as such terms are defined in the employment agreement of such Grantee, or if such term or terms is not defined in the employment agreement or there is not an employment agreement as amended or if the Company discovers or becomes aware after termination of the Grantee’s employment of conduct by the Grantee during employment that would have constituted CauseCompany; or (b) The occurrence of any one or more of the following: (i) The For so long as the Grantee is a Director of the Company, the Grantee purchases or sells securities of the Company without written authorization in accordance with the Company’s ▇'s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if any; (ii) The Grantee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Grantee or the benefit of a third party; (iii) The Grantee fails to reasonably cooperate to effect a smooth transition of the Grantee’s 's duties and to ensure that the Company is apprised of the status of all matters the Grantee is handling or is unavailable for consultation after termination of employment of the Grantee if such availability is a condition of any agreement to which the Company and the Grantee are parties; (iv) The Grantee fails to assign all of such Grantee’s G▇▇▇▇▇▇'s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Grantee used or intended for use by or on behalf of the Company or the Company’s 's clients; (v) The Grantee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation, or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (vi) A finding by the Board that the Grantee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.

Forfeiture of Restricted Stock. Subject to Section 4, notwithstanding any other provision of this Agreement, all of the Restricted Stock granted hereunder shall be forfeited by the Grantee and canceled in the event any of the following events occur prior to the 225 Award Vesting DateDate or the 175 Award Vesting Date as applicable: (a) The termination of the Grantee's employment with the Company for Cause or without Good Reason, as such terms are defined in the employment agreement of such Grantee, or if such term or terms is not defined in the employment agreement or there is not an employment agreement as amended or if the Company discovers or becomes aware after termination of the Grantee’s 's employment of conduct by the Grantee during employment that would have constituted Cause; or (b) The occurrence of any one or more of the following: (i) The Grantee purchases or sells securities of the Company without written authorization in accordance with the Company’s 's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if any; (ii) The Grantee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Grantee or the benefit of a third party; (iii) The Grantee fails to reasonably cooperate to effect a smooth transition of the Grantee’s 's duties and to ensure that the Company is apprised of the status of all matters the Grantee is handling or is unavailable for consultation after termination of employment of the Grantee if such availability is a condition of any agreement to which the Company and the Grantee are parties; (iv) The Grantee fails to assign all of such Grantee’s ▇▇▇▇▇▇▇'s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Grantee used or intended for use by or on behalf of the Company or the Company’s 's clients; (v) The Grantee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that tend to disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of business, reputation, or goodwill of, the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (vi) A finding by the Board that the Grantee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company.