Common use of Forfeiture Provision Clause in Contracts

Forfeiture Provision. Except as otherwise expressly provided by the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; (2) the Recipient performs any act or engages in any activity that the Committee determines is materially detrimental to the best interests of the Company or any Subsidiary; or (3) the Recipient materially breaches any agreement with or duty to the Company or any Subsidiary, including any non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, as determined by the Committee. (J) Participants Outside the United States. Notwithstanding any provision of this Plan to the contrary, to comply with the laws of other countries in which the Company and the Subsidiaries operate or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirement; provided that the Committee is not authorized to take any action hereunder, and no Awards shall be granted, that would violate any applicable law. (K)

Forfeiture Provision. Except as otherwise expressly provided by (a) If the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; (2) the Recipient performs any act or Executive engages in any activity that violates any covenant or restriction contained in this Article 3, in addition to any other remedy the Committee determines is materially detrimental Company may have at law or in equity, (i) the Executive will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law; (ii) all forms of unvested equity compensation held by or credited to the best interests Executive will terminate effective as of the Company date on which the Executive engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements; and (iii) any Subsidiary; exercise, payment or (3) delivery pursuant to any unvested equity compensation award that occurred within one year prior to the Recipient materially breaches date on which the Executive engages in that activity may be rescinded within six months after the first date that any agreement with or duty member of the Board first became aware that the Executive engaged in that activity. In the event of any such rescission, the Executive will pay to the Company the amount of any gain realized or any Subsidiarypayment received as a result of the rescinded exercise, including any non-competition agreementpayment or delivery (after deducting the Executive’s actual income tax liability incurred with respect to such gain or payment), non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, in such manner and on such terms and conditions as determined by the Committee. (J) Participants Outside the United Statesmay be reasonably required. Notwithstanding any provision of this Plan Agreement to the contrary, if the Executive disputes whether he has violated any covenant or restriction contained in this Article 3, and such dispute has been adjudicated to comply with a final decision by a court of competent jurisdiction pursuant to Sections 4.12 and Section 4.14 in the laws of other countries in which Executive’s favor the Company and will pay to the Subsidiaries operate Executive all amounts withheld or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by clawed back pursuant to this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, Section 3.12 to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirementordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Committee is not authorized to take any action hereunderExecutive within six months after being notified of the Company’s decision affecting the Executive under this Section 3.12. Further, and in the event a court of competent jurisdiction determines in a final decision that no Awards breach or threatened breach has occurred, Executive shall be grantedentitled to recover his costs and attorneys’ fees to the extent ordered by a court of competent jurisdiction, that would violate any applicable law. (K)in the amount ordered by said court.

Forfeiture Provision. Except as otherwise expressly provided by (d) If the applicable Agreement, the Committee may require a Recipient to forfeit all unexercised, unearned, unvested or unpaid Awards, if: (1) the Recipient, while employed by the Company or any Subsidiary, prepares to engage or engages, directly or indirectly, without the written consent of the Company, in any manner or capacity, as principal, agent, partner, officer, director, employee or otherwise, in any business or activity competitive with any business conducted by the Company or any Subsidiary, as determined by the Committee; (2) the Recipient performs any act or Executive engages in any activity that violates any covenant or restriction contained in this ARTICLE 3, in addition to any other remedy the Committee determines is materially detrimental Company may have at law or in equity, (i) the Executive will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law; (ii) all forms of unvested equity compensation held by or credited to the best interests Executive will terminate effective as of the Company date on which the Executive engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements; and (iii) any Subsidiary; exercise, payment or (3) delivery pursuant to any unvested equity compensation award that occurred within one year prior to the Recipient materially breaches date on which the Executive engages in that activity may be rescinded within six months after the first date that any agreement with or duty member of the Board first became aware that the Executive engaged in that activity. In the event of any such rescission, the Executive will pay to the Company the amount of any gain realized or any Subsidiarypayment received as a result of the rescinded exercise, including any non-competition agreementpayment or delivery (after deducting the Executive’s actual income tax liability incurred with respect to such gain or payment), non-solicitation agreement, confidentiality or non-disclosure agreement, or assignment of inventions or ownership of works agreement, in such manner and on such terms and conditions as determined by the Committee. (J) Participants Outside the United Statesmay be reasonably required. Notwithstanding any provision of this Plan Agreement to the contrary, if the Executive disputes whether she has violated any covenant or restriction contained in ARTICLE 3, and such dispute has been adjudicated to comply with a final decision by a court of competent jurisdiction pursuant to Section 4.13 in the laws of other countries in which Executive’s favor the Company and will pay to the Subsidiaries operate Executive all amounts withheld or have Employees or Consultants, the Committee shall have the power and authority to: (i) determine which Subsidiaries shall be covered by clawed back pursuant to this Plan; (ii) determine which Employees or Consultants outside the United States are eligible to participate in this Plan; (iii) modify the terms and conditions of any Award granted to Employees or Consultants outside the United States to comply with applicable foreign laws; (iv) modify exercise procedures and other terms and procedures, Section 3.12 to the extent such actions may be necessary or advisable; and (v) take any action, before or after an Award is made, that it deems necessary or advisable to obtain approval or comply with any government regulatory exemption or requirementordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Committee is not authorized to take any action hereunderExecutive within six months after being notified of the Company’s decision affecting the Executive under this Section 3.12. Further, and in the event a court of competent jurisdiction determines in a final decision that no Awards breach or threatened breach has occurred, Executive shall be grantedentitled to recover her costs and attorneys’ fees to the extent ordered by a court of competent jurisdiction, that would violate any applicable law. (K)in the amount ordered by said court.