Common use of Forfeiture of Unvested Restricted Stock Clause in Contracts

Forfeiture of Unvested Restricted Stock. Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of the Restricted Stock Units in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to these Restricted Stock Units awarded under this Agreement, and these Restricted Stock Units shall immediately expire. In such circumstances, if you have received Shares in connection with any of these Restricted Stock Units or have vested in any of these Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares or Restricted Stock Units, as applicable) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares or such vested Restricted Stock Units that you still own, the amount will be the number of such Shares or such vested Restricted Stock Units owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such Shares or such vested Restricted Stock Units or any other Restricted Stock Units or shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units or receipt of Stock arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested Restricted Stock. Units Unless In the termination of event that your Service triggers accelerated vesting of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or terminates for any other written agreement between the Company (or any Affiliate) and youreason, you will automatically forfeit to the Company all of the unvested shares of the Restricted Stock Units in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to these Restricted Stock Units awarded under this Agreement, and these Restricted Stock Units shall immediately expire. In such circumstances, if you have received Shares in connection with any of these Restricted Stock Units or have vested in any of these Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares or Restricted Stock Units, as applicable) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares or such vested Restricted Stock Units that have not yet vested and you still own, the amount will be the number not receive an issuance of such Shares or such vested Restricted Common Stock Units owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such Shares or such vested Restricted Stock Units or any other consideration in respect of such forfeited Restricted Stock Units or shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion)Units. Leaves of Absence For purposes of this Agreementthese Restricted Stock Units, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company approves in writing if the terms of the leave provide provided for continued Service crediting, crediting or when continued Service crediting is required by applicable lawApplicable Law or contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee workemployment. The Company determinesCompany, in its sole discretion, determines which leaves count leave counts for this purpose, purposes and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that Delivery In the event you will make acceptable arrangements to pay become vested in any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or under this Agreement, such Restricted Stock Units shall be settled by delivery of the StockCommon Stock in respect of each such vested Restricted Stock Unit as soon as administratively practicable following the date such Restricted Stock Units vest, but in no event later than thirty (30) days after the applicable vesting date (the “Scheduled Delivery Date”). Alternatively, if you are not permitted to sell any shares of Common Stock on the Scheduled Delivery Date in order to satisfy your obligations to the Company with respect to the Tax Related Items (as defined below), and the Company does not elect to withhold shares from your distribution in order to satisfy such obligations, then such shares shall not be delivered on such Scheduled Delivery Date and shall instead be delivered to you on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open market to satisfy your obligations related to the Tax Related Items, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which such Restricted Stock Units vest (the “Delivery Deadline”). Delivery of the shares pursuant to this provision is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. Withholding In the event that the Company determines that any federal, state, local local, or foreign tax or withholding payment (“Tax Related Items”) is required relating to this grant of Restricted Stock Units, the issuance of Common Stock in settlement of the Restricted Stock Units, or the payment of dividends, you instruct and authorize the Company and any broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) acceptable to the Company for such purpose to sell on your behalf a whole number of shares of Common Stock from the Common Stock to be delivered in settlement of the Restricted Stock Units as the Company determines is appropriate to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company. Alternatively, if such sale is not possible prior to the Delivery Deadline, the Company will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any other compensation otherwise payable to you, or (iii) withhold the delivery of vested Common Stock otherwise deliverable under this Agreement to meet such it obligations with respect to any Tax Related Items; provided that any Common Stock so withheld in accordance with this provision will have an aggregate Fair Market Value not exceeding the maximum amount of tax required to be withheld by applicable law. Regardless of any action the Company takes with respect to any or all Tax Related Items, you acknowledge that the ultimate liability for all Tax Related Items legally due by you is and remains your responsibility and that the Company: (a) makes no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the Restricted Stock Units, including the award of the Restricted Stock Units, the vesting of the Restricted Stock Units or Units, the issuance of shares of Common Stock in settlement of the Restricted Stock Units, the subsequent sale of shares acquired at vesting and the receipt of any dividends; and (b) does not commit to structure the terms of the award or any aspect of the Restricted Stock arising from this grant, Units to reduce or eliminate your liability for Tax Related Items. If the Company shall satisfies the obligation for Tax Related Items by withholding a number of shares of Common Stock as described above that would otherwise be issuable in settlement of the Restricted Stock Units, you are deemed to have been issued the right to require full number of shares in settlement of such payments from you, or withhold such amounts from other payments due Restricted Stock Units for purposes of satisfying the Company’s obligations to you from with respect to such Restricted Stock Units. The Company may refuse to deliver the Company or any Affiliate (including withholding the delivery of vested shares of Common Stock otherwise deliverable under to you if you fail to comply with your obligations in connection with the Tax Related Items as described in this Agreement)subsection.

Forfeiture of Unvested Restricted Stock. Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of the Restricted Stock Units in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof or otherwise in competition with the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to these this Restricted Stock Units awarded under this Agreement, Unit and these the Restricted Stock Units Unit shall immediately expire. In such circumstancesaddition, if you have received Shares in connection with any of these Restricted Stock Units or have vested in any of these Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares or Restricted Stock Units, as applicableshares) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares or such vested Restricted Stock Units that you still own, the amount will be the number of such Shares or such vested Restricted Stock Units owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such Shares or such vested Restricted Stock Units the shares or any other Restricted Stock Units or shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units Unit or receipt of Stock arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested Restricted Stock. Units Unless the termination of your Service triggers accelerated vesting of your Restricted Stock Units pursuant to the terms of this Agreement, the Plan, or any other written agreement between the Company (or any Affiliate) and you, you will automatically forfeit to the Company all of the unvested shares of the Restricted Stock Units in the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in material violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to these all or a portion of any Restricted Stock Units awarded under this Agreement, and these any such forfeited Restricted Stock Units shall immediately expire; provided, however that the value of the forfeited Restricted Stock Units shall not exceed [120%] of the Company’s good faith determination of the maximum amount of its and its affilliates’ aggregate potential or actual damages arising out of such violation or breach. In such circumstancesaddition, if you have received Shares in connection with any of these Restricted Stock Units or have vested in any of these the Restricted Stock Units awarded under this Agreement during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares or Restricted Stock Units, as applicable) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (2) for any such Shares or such vested Restricted Stock Units that you still own, the amount will be the number of such Shares or such vested Restricted Stock Units owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such Shares or such vested Restricted Stock Units or any other Restricted Stock Units or shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion); provided, however, that the value of the cash payment required by the foregoing shall not exceed [120% of] the Company’s good faith determination of the maximum amount of its and its affiliates’ aggregate potential or actual damages arising out of your violation or breach. The foregoing forfeiture and payment obligations shall not apply after the occurrence of a [Change in Control/Corporate Transaction]. The foregoing forfeiture and payment obligations are not intended, and shall not be construed, to be a limitation on the Company’s right to otherwise seek in full the recovery from you of any and all damages arising out of your actions under all applicable agreements, laws or otherwise. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide bonafide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan. Withholding Taxes You agree as a condition of this grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the vesting or receipt of the Restricted Stock Units or the Stock. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units or receipt of Stock arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).

Forfeiture of Unvested Restricted Stock. Units Unless In the termination of event that your Service triggers accelerated vesting terminates for any reason other than your death or Disability (which will mean “permanent and total disability” as provided in Section 22(e)(3) of your Restricted Stock Units pursuant to the terms Internal Revenue Code of this Agreement1986, as amended (hereinafter the Plan, or any other written agreement between the Company (or any Affiliate) and you“Code”)), you will automatically forfeit to the Company all of the unvested shares of Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. In the event that your Service terminates due to your death or Disability, the restrictions on the Restricted Stock Units in will terminate and the event your Service terminates for any reason. Forfeiture of Rights If you should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation with respect to the Company or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to these Restricted Stock Units awarded under will vest. Issuance The issuance of the Stock pursuant to this Agreement, and these Restricted Stock Units shall immediately expire. In Unit grant will be evidenced in such circumstances, if you have received Shares in connection with any of these Restricted Stock Units or have vested in any of these Restricted Stock Units during the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares or Restricted Stock Units, manner as applicable) in an amount determined as follows: (1) for any such Shares that you have sold prior to receiving notice from the Company, the amount in its discretion, deems appropriate, including, without limitation, book-entry, registration or issuance of one or more Stock certificates. You will be the proceeds received from the sale(s), and (2) for any such Shares or such vested have no further rights with regard to a Restricted Stock Units that you still own, Unit once the amount will be the number share of Stock related to such Shares or such vested Restricted Stock Units owned times the Fair Market Value of the Shares on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company such Shares or such vested Restricted Stock Units or any other Restricted Stock Units or shares or making a cash payment or a combination of these methods as determined by the Company in its sole discretion). Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company determines, in its sole discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the PlanUnit has been issued. Withholding Taxes You agree agree, as a condition of this grant grant, that you will make acceptable arrangements to pay any withholding withholding, Canada Pension Plan contributions, Employment Insurance premiums or other taxes that may be due as a result of the grant or vesting of your Restricted Stock Units, your acquisition of shares of Stock relating to this grant or the receipt of cash by you in respect of dividends paid on the Restricted shares of Stock Units or the Stockrelating to this grant. In the event that the Company your employer determines that any federalapplicable Federal, provincial, state, or local or foreign tax or withholding payment is required relating to the vesting of the Restricted Stock Units or receipt of Stock arising from this grant, the Company your employer shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company or any Affiliate (including withholding at that time. By signing this Agreement, you elect under the delivery Plan to authorize the Company to reduce the number of vested shares of Stock otherwise deliverable under this Agreement)delivered to you at the time restrictions lapse by the number of shares of Stock required to satisfy tax withholding requirements. Such shares of Stock will be returned to the Company. Your acknowledgment and acceptance of these tax withholding provisions are conditions precedent to your right to receive the Stock pursuant to the Agreement and the Plan.