Common use of Forfeiture of Unvested 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 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 the Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with 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) in an amount determined as follows: (1) for any 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 Shares that you still own, the amount will be the number of Shares 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 the shares or any other 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 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 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 Restricted Stock Units in the event that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then your Restricted Stock Units shall become 100% vested. Disability If your Service terminates because of your Disability, then your Restricted Stock Units shall become 100% vested. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Forfeiture of Shareholder Rights If you should take actions in violation or breach of or in conflict with You do not have any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company or any Affiliate thereof or any confidentiality obligation rights of a shareholder with respect to the Company or any Affiliate thereof, Restricted Stock Units unless and until the Company has the right to cause an immediate forfeiture of your rights Stock relating to the Restricted Stock Unit awarded under this AgreementUnits has been delivered to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit shall immediately expireUnit. Adjustments In additionthe event of a stock split, if you have received Shares a stock dividend or a similar change in connection with these the Company stock, the number of Restricted Stock Units during covered by this grant will be adjusted (and rounded down to the two year period prior to your actions, you will owe the Company a cash payment (or forfeiture of sharesnearest whole number) in an amount determined as follows: (1) for any 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 Shares that you still own, the amount will be the number of Shares 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 the shares or any other 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 accordance with the terms of the leave provide for continued Service creditingPlan. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of New York, other than any conflicts or when continued Service crediting choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is required not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return Company 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 facilitate the administration of 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 By accepting these Restricted Stock Units or the Stock. In the event that Units, you give explicit consent to the Company determines that to process any federal, state, local or foreign tax or withholding payment is required relating such personal data. You also give explicit consent to the vesting of Company to transfer any such personal data outside the Restricted Stock Unit or receipt of Stock arising from this grantcountry in which you are employed, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company shall have the right to require such payments from you, or withhold such amounts from and other payments due to you from persons who are designated by the Company or any Affiliate (including withholding to administer the delivery of vested shares of Stock otherwise deliverable under this Agreement)Plan.

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 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 the this Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with 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) in an amount determined as follows: (1) for any 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 Shares that you still own, the amount will be the number of Shares 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 the shares or any other 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 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 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 Restricted Stock Units in the event that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Death If your Service terminates because of your death, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Disability If your Service terminates because of your Disability, then you will forfeit to the Company all of the Restricted Stock Units that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, this award will become 100% vested if it is not assumed, or equivalent awards are not substituted for the award, by the Company or its successor. Notwithstanding any other provision in this Agreement, if assumed or substituted for, the award will expire one year after the date of termination of Service. Retention Rights This Agreement does not give you the right to be retained by the Company (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event of a cash dividend on outstanding Stock, you will be entitled to receive a cash payment for each Restricted Stock Unit. The Company may in its sole discretion require that dividends will be reinvested in additional stock units at Fair Market Value on the dividend payment date, subject to vesting and delivered at the same time as the Restricted Stock Unit. Forfeiture of Rights If you should take actions in violation or breach of or in conflict competition 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 the Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with 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) in an amount determined as follows: (1) for any 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 Shares that you still own, the amount will be the number of Shares 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 the shares or any other 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 Unit or receipt of Stock arising from this grant, the Company shall have the right to require such payments from cause a forfeiture of your unvested Restricted Stock Units, and with respect to those shares of Restricted Stock Units vesting during the period commencing twelve (12) months prior to your termination of Service with the Company due to taking actions in competition with the Company, the right to cause a forfeiture of those vested shares of Stock. Unless otherwise specified in an agreement between the Company and you, you take actions in competition with the Company if you directly or withhold such amounts from indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or are a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to any business, firm, corporation, partnership or other payments due to you from entity which competes with any business in which the Company or any Affiliate of its Affiliates is engaged during your relationship with the Company or its Affiliates or at the time of your termination of Service. If it is ever determined by the Board that your actions have constituted wrongdoing that contributed to any material misstatement or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission, gross misconduct, breach of fiduciary duty to the Company, or fraud, then the Restricted Stock Units shall be immediately forfeited; provided, however, that if the Restricted Stock Units has vested within two years prior to the Board of Directors determination, you shall be required to pay to the Company an amount equal to the aggregate value of the shares acquired upon such vesting at the date of the Board determination. Adjustments In the event of a stock split, a stock dividend or a similar change in the Stock, the number of Restricted Stock Units covered by this grant will be adjusted (including withholding and rounded down to the delivery nearest whole number) in accordance with the terms of vested shares the Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the state of Wyoming, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting these Restricted Stock otherwise deliverable under this Agreement)Units, you give explicit consent to the Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

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 Restricted Stock Units in In the event that your Service terminates for any reason. Forfeiture of Rights If , other than death or Disability, then unless otherwise provided in an applicable employment agreement between 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 and the Company or any an Affiliate thereof or any confidentiality obligation with respect to the Company other plan or any Affiliate thereof, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock Unit awarded under this Agreement, and the Restricted Stock Unit shall immediately expire. In addition, if you have received Shares in connection with these Restricted Stock Units during the two year period prior to your actionsagreement, you will owe the Company a cash payment (or forfeiture of shares) in an amount determined as follows: (1) for any 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 Shares that you still own, the amount will be the number of Shares 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 the shares or any other 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 forfeit 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 that have not yet vested. Death If your Service terminates because of your death, then your Restricted Stock Units shall become 100% vested. Disability If your Service terminates because of your Disability, then your Restricted Stock Units shall become 100% vested. Corporate Transaction Notwithstanding the vesting schedule set forth above, upon the consummation of a Corporate Transaction, the Restricted Stock Units will become 100% vested. Retention Rights This Agreement does not give you the right to be retained or employed by the StockCompany (or any Affiliates) in any capacity. The Company (and any Affiliate) reserve the right to terminate your Service at any time and for any reason. Shareholder Rights You do not have any of the rights of a shareholder with respect to the Restricted Stock Units unless and until the Stock relating to the Restricted Stock Units has been transferred to you. In the event that of a cash dividend on outstanding Stock, you will not be entitled to receive a cash payment for each Restricted Stock Unit. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company determines that any federalstock, state, local or foreign tax or withholding payment is required relating the number of Restricted Stock Units covered by this grant will be adjusted (and rounded down to the vesting nearest whole number) in accordance with the terms of the Restricted Stock Unit Plan. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or receipt choice of Stock arising from law rule or principle that might otherwise refer construction or interpretation of this grantAgreement to the substantive law of another jurisdiction. Data Privacy In order to administer the Plan, the Company shall have may process personal data about you. Such data includes, but is not limited to the right to require information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such payments from youas home address and business addresses and other contact information, or withhold such amounts from payroll information and any other payments due to you from information that might be deemed appropriate by the Company or to facilitate the administration of the Plan. By accepting these Restricted Stock Units, you give explicit consent to the Company to process any Affiliate (including withholding such personal data. You also give explicit consent to the delivery of vested shares of Stock otherwise deliverable under this Agreement)Company to transfer any such personal data outside the country in which you reside, including, with respect to non-U.S. resident grantees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.