Common use of Forfeitures Clause in Contracts

Forfeitures. The Company, by action of the Committee, will have the right and option (the “Termination Right”) to terminate this Option prior to exercise, if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or (v) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause. The decision to exercise the Company’s Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Right (but in no event later than 6 months after the Optionee’s termination of employment with the Company or its Affiliates). Such Termination Right will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The CompanyIn the event the Optionee has received or been entitled to delivery of Shares pursuant to this Option within six months prior to the Optionee’s termination of employment with the Company and its Affiliates, by action of the Committee, will have acting in good faith, may require the right and option Optionee to return or forfeit (the “Termination Forfeiture Right”) the Shares (the “Forfeiture Shares”) received with respect to terminate the Option (or their economic value as of the date of the exercise of this Option prior to exercise, if Option) in the Committee determines that event of any of the Optionee (i) has engaged in following occurrences: competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliatesany Affiliate, (ii) has made an unauthorized disclosure of material non-public or confidential proprietary information of the Company or any of its Affiliates during the Applicable periodAffiliate, (iii) has committed or a material violation of any applicable written business ethics policies or business policies of the Company or any Affiliate. The Committee’s right to require forfeiture must be exercised within 90 days after discovery of its Affiliates during such an occurrence but in no event later than 15 months after the Applicable Period or any provision Employee’s termination of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or (v) the Optionee’s employment with the Company (and its Affiliates. In addition, the Committee may terminate this Option prior to exercise by Optionee if it determines that the Optionee has engaged or an Affiliate of intends to engage in the Company) was terminated for Causeactivities described above. The decision to exercise the Company’s Termination Forfeiture Right will be based solely on the judgment of the Committee, acting in its sole and complete discretiongood faith, given the facts and circumstances of each particular case. Such Termination The Forfeiture Right may be exercised by also will cover any shares received from adjustments which pertained to the Committee within 90 days after Forfeiture Shares and which were made as a result of any of the Committee’s discovery types of an occurrence that entitles it transactions referred to exercise its Termination Right (but in no event later than 6 months after the Optionee’s termination of employment with the Company or its Affiliates)Section 11, and such shares will also constitute Forfeiture Shares. Such Termination Forfeiture Right will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise exercise, postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Right Optionee agrees on the Optionee’s behalf and on behalf of the Company Optionee’s estate, legal representative or permitted assigns, as the case may be, to deliver to the Company, on the date specified in such notice, which will not be exercised on less than 10 nor more than 30 days after such notice, a certificate or after certificates for the occurrence number of any EventShares for which the Forfeiture Right has been exercised, duly endorsed for transfer to the Company (or their economic value as of the date of exercise of this Option).

Forfeitures. The In the event the Optionee has exercised this Option following or within six months prior to his or her termination of employment with the Company and its Affiliates, the Company, by action of the Committee, will have the right and option (the “Termination Purchase Right”) to terminate purchase from the Optionee or his or her legal representative a number of shares equal to the number of Shares which had been purchased under this Option by the Optionee following or within six months prior to exercisethe Optionee’s termination of employment with the Company and its Affiliates (the “Purchase Right Shares”), if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies or practices of the Company or any of its Affiliates during the Applicable Period Period, or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; . In addition, the Committee may terminate this Option prior to exercise by Optionee if it determines that the Optionee has engaged or intends to engage in the activities described in (vi)-(iv) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Causeabove. The decision to exercise the Company’s Termination Purchase Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Purchase Right also will cover any shares received from adjustments which pertained to the Purchase Right Shares and which were made as a result of any of the types of transactions referred to in Section 11, and such shares will also constitute Purchase Right Shares. Such Termination Purchase Right may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Purchase Right (but in no event later than 6 15 months after the Optionee’s termination of employment with the Company or and its Affiliates)) for a purchase price equal to the total amount paid by the Optionee for the Purchase Right Shares. Such Termination Purchase Right will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Optionee agrees on the Optionee’s behalf and on behalf of the Optionee’s Successor, as the case may be, to deliver to the Company, on the date specified in such notice, which will not be less than ten nor more than thirty days after such notice, a certificate or certificates for the number of shares for which the Purchase Right has been exercised, duly endorsed for transfer to the Company against payment of the purchase price for the Purchase Right Shares. The Purchase Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The Company, by action of the Committee, will have the right and option (the “"Termination Right”") to terminate this Option prior to exercise, if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s 's employment with the Company or its Affiliates or within six months after the termination of such employment (the “"Applicable Period”") that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or (v) the Optionee’s 's employment with the Company (or an Affiliate of the Company) was terminated for Cause. The decision to exercise the Company’s 's Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised by the Committee within 90 days after the Committee’s 's discovery of an occurrence that entitles it to exercise its Termination Right (but in no event later than 6 months after the Optionee’s 's termination of employment with the Company or its Affiliates). Such Termination Right will be deemed to be exercised effective immediately upon the Company’s 's mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s 's most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The In the event the Optionee has exercised this Option following or within six months prior to his or her termination of employment with the Company and its Affiliates, the Company, by action of the Committee, will have the right and option (the “Termination Purchase Right”) to terminate purchase from the Optionee or his or her legal representative a number of shares equal to the number of Shares which had been purchased under this Option by the Optionee following or within six months prior to exercisethe Optionee’s termination of employment with the Company and its Affiliates (the “Purchase Right Shares”), if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies or practices of the Company or any of its Affiliates during the Applicable Period Period, or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; . In addition, the Committee may terminate this Option prior to exercise by Optionee if it determines that the Optionee has engaged or intends to engage in the activities described in (vi)-(iv) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Causeabove. The decision to exercise the Company’s Termination Purchase Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Purchase Right also will cover any shares received from adjustments which pertained to the Purchase Right Shares and which were made as a result of any of the types of transactions referred to in Section 10, and such shares will also constitute Purchase Right Shares. Such Termination Purchase Right may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Purchase Right (but in no event later than 6 15 months after the Optionee’s termination of employment with the Company or and its Affiliates)) for a purchase price equal to the total amount paid by the Optionee for the Purchase Right Shares. Such Termination Purchase Right will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Optionee agrees on the Optionee’s behalf and on behalf of the Optionee’s Successor, as the case may be, to deliver to the Company, on the date specified in such notice, which will not be less than ten nor more than thirty days after such notice, a certificate or certificates for the number of shares for which the Purchase Right has been exercised, duly endorsed for transfer to the Company against payment of the purchase price for the Purchase Right Shares. The Purchase Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The CompanyIf you have received or been entitled to receive payment in cash, by action delivery of Common Stock or a combination thereof pursuant to an Option within the Committee, will have the right and option (the “Termination Right”) to terminate this Option period beginning six months prior to exercise, if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or (v) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause. The decision to exercise the Company’s Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Right (but in no event later than 6 months after the Optionee’s your termination of employment with the Company or its Affiliates and ending when the Option terminates or is cancelled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to the Option (or its economic value as of the date of the exercise of the Option), in the event you are involved in any of the following occurrences: performing services for or on behalf of a competitor of, or otherwise competing with, the Company or any Affiliate, unauthorized disclosure of material proprietary information of the Company or any Affiliate, a violation of applicable business ethics policies or business policies of the Company or any Affiliate, or any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after discovery of such an occurrence but in no event later than 15 months after your termination of employment with the Company and its Affiliates). Such Termination Right will right shall be deemed to be exercised effective immediately upon the Company’s mailing written notice to you of such exercise postage prepaid, addressed to the Optionee at the Optionee’s your most recent home address as shown on the personnel records of the Company. The Termination Right In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section by preventing or terminating the exercise of any Options or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (adjusted for any intervening stock splits), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the exercise date of the Option and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 8, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company may not be exercised on or after and to the occurrence of any Eventextent permissible under applicable law.

Forfeitures. The (a) Except as noted in this Section (5), Restricted Share Units granted to the Participant pursuant to this Agreement shall be forfeited in the event of the Participant’s Termination of Service for any reason prior to the expiration or termination of the Restricted Period. Upon such forfeiture, the Restricted Share Unit award shall be cancelled. (b) Subject to the conditions outlined below, upon the Participant’s involuntary Termination of Service by the Company, by action the Participant shall vest in a pro-rata percentage of Restricted Share Units effective as of the Committeelast day of the Restricted Period. The pro-rata percentage shall be equal to (x) the number of complete months between the first day of the Restricted Period and the Participant’s termination date, will have divided by (y) the right aggregate number of months in the Restricted Period. Pro-rata vesting shall be reduced by any Restricted Share Units previously vested under this agreement and option (is subject to the “Termination Right”) to terminate this Option prior to exercise, if the Committee determines that the Optionee following conditions: (i) has engaged in competition with Involuntary Termination of Service by the Company must be other than for (x) Cause or (y) misconduct (each as determined by the Committee or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, designees in their sole discretion); (ii) has made an unauthorized disclosure The Participant must execute and not revoke a release of material non-public or confidential information claims against the Company in a form specified by the Company, as prescribed in Section (6)(a); (iii) During the Restricted Period, the Participant may not (x) be employed by a competitor of the Company or (y) directly or indirectly solicit, induce or attempt to influence any of its Affiliates during employee to leave the Applicable period, (iii) has committed a material violation of any applicable written policies employment of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, assist anyone else in doing so (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or (v) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause. The decision to exercise the Company’s Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised as determined by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Right (but in no event later than 6 months after the Optionee’s termination of employment with the Company or its Affiliatesdesignees in their sole discretion). Such (c) In the event of Participant’s Termination Right will of Service as a result of Total Disability, the Restricted Share Units granted to the Participant pursuant to this Agreement shall continue to vest during the period of the Participant’s Total Disability. (d) In the event of Participant’s Termination of Service as a result of his or her death, or if the Participant’s period of Total Disability terminates as a result of his or her death, all provision of services conditions shall be deemed to have been satisfied and the Restricted Period shall be exercised effective immediately upon deemed to have expired. (e) In the Companyevent of Participant’s mailing written notice Termination of Service as a result of his or her Retirement, such exercise postage prepaidTermination of Service will be treated as a voluntary resignation. For the avoidance of doubt, addressed the Participant shall not be eligible to the Optionee at the Optionee’s most recent home address as shown on the personnel records receive any pro rata vesting in connection with a Retirement set forth in Section 11.02 of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any EventPlan.

Forfeitures. The If the Participant has engaged in an Act of Forfeiture, the Company, by action of the CommitteeBoard, will shall have the right to (i) cancel the Award and option all Earned Units will be forfeited (the “Termination Cancellation Right”) and (ii) recoup the value of any Awards and all Earned Units previously paid. If one or more Distribution Dates have already occurred, the Participant shall return to terminate this Option prior the Company all amounts paid to exercise, the Participant with respect to any Earned Units redeemed. An Act of Forfeiture shall exist if the Committee determines that the Optionee Participant (i) has engaged in competition with the Company or any of its Affiliates Subsidiaries during the term of the OptioneeParticipant’s employment with the Company or its Affiliates Subsidiaries or within six months one year after the termination of such employment or distribution of this Award (the “Applicable Period”) that the Committee Board concludes is detrimental to the Company or its AffiliatesSubsidiaries, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates Subsidiaries during the Applicable periodPeriod, or (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; . In addition, the Board may terminate this Award and forfeit all Earned Units prior to maturity if it determines that the Participant has engaged or intends to engage in the activities described in (vi)-(iii) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Causeabove. The decision to exercise the Company’s Termination Right rights under this paragraph 11 will be based solely on the judgment of the CommitteeBoard, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Cancellation Right may be exercised by the Committee Board within 90 ninety (90) days after the CommitteeBoard’s discovery of an occurrence that entitles it to exercise its Termination Right of an Act of Forfeiture (but in no event later than 6 fifteen (15) months after the OptioneeParticipant’s termination of employment with the Company or and its AffiliatesSubsidiaries). Such Termination Right The Company’s rights under this paragraph 11 will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise exercise, postage prepaid, addressed to the Optionee Participant at the OptioneeParticipant’s most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The Company, by action of the Committee, will have the right and option (the “Termination Right”) to terminate this Option prior to exercise, if If the Committee determines that the Optionee (ia) materially has engaged in competition with violated Section 5, (Confidential Information), 7 (Noncompetition Covenant) or 8 (Patents, Copyrights and Related Matters) of the Company or its Affiliates Employment Agreement during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment Employment Agreement (the “Applicable Period”) that or during the Committee concludes is detrimental to 18-month Restrictive Period following the Company or its Affiliatesdate of termination of Optionee’s employment, as defined in the Employment Agreement, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iiib) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (ivc) has engaged in public conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable PeriodPeriod which is materially detrimental to the reputation of the Company; or (vd) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause, then, and in each event, the Company, by action of the Committee, will have the right and option (the “Forfeiture Rights”) (x) to terminate this Option prior to exercise, and (y) to the extent that Optionee has exercised the Option prior to the date of such determination by the Committee, to require that the Option return or forfeit the Shares or the economic value of the Shares as of the date of such exercise, payable by the Optionee in cash. The Company shall be entitled to set off any such cash amount against any amount owed to the Optionee by the Company. The decision to exercise the Company’s Termination Right Forfeiture Rights under this Section 13 will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right The Forfeiture Rights may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Right Forfeiture Rights (but in no event later than 6 15 months after the Optionee’s termination of employment with the Company or its Affiliates). Such Termination Right The Forfeiture Rights will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The If the Participant has engaged in an Act of Forfeiture, the Company, by action of the CommitteeBoard, will shall have the right to (i) cancel the Award and option all Units will be forfeited (the “Termination Cancellation Right”) and (ii) recoup the value of any Awards and all Units previously paid. If one or more Distribution Dates have already occurred, the Participant shall return to terminate this Option prior the Company all amounts paid to exercise, the Participant with respect to any Units redeemed. An Act of Forfeiture shall exist if the Committee determines that the Optionee Participant (i) has engaged in competition with the Company or any of its Affiliates Subsidiaries during the term of the OptioneeParticipant’s employment with the Company or its Affiliates Subsidiaries or within six months one year after the termination of such employment or distribution of this Award (the “Applicable Period”) that the Committee Board concludes is detrimental to the Company or its AffiliatesSubsidiaries, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates Subsidiaries during the Applicable periodPeriod, or (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; . In addition, the Board may terminate this Award and forfeit all Units prior to maturity if it determines that the Participant has engaged or intends to engage in the activities described in (vi)-(iii) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Causeabove. The decision to exercise the Company’s Termination Right rights under this paragraph 9 will be based solely on the judgment of the CommitteeBoard, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Cancellation Right may be exercised by the Committee Board within 90 ninety (90) days after the CommitteeBoard’s discovery of an occurrence that entitles it to exercise its Termination Right of an Act of Forfeiture (but in no event later than 6 fifteen (15) months after the OptioneeParticipant’s termination of employment with the Company or and its AffiliatesSubsidiaries). Such Termination Right The Company’s rights under this paragraph 9 will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise exercise, postage prepaid, addressed to the Optionee Participant at the OptioneeParticipant’s most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The In the event the Optionee has exercised this Option following or within six months prior to his or her termination of employment with the Company and its Affiliates, the Company, by action of the Committee, will have the right and option (the “Termination "Purchase Right”") to terminate purchase from the Optionee or his or her legal representative a number of shares equal to the number of shares which had been purchased under this Option by the Optionee following or within six months prior to exercisethe Optionee's termination of employment with the Company and its Affiliates (the "Purchase Right Shares"), if the Committee determines that the Optionee (i) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s 's employment with the Company or its Affiliates or within six months after the termination of such employment (the “"Applicable Period”") that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written business plans, policies or practices of the Company or any of its Affiliates during the Applicable Period Period, or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; . In addition, the Committee may terminate this Option prior to exercise by Optionee, if it determines that the Optionee has engaged or intends to engage in the activities described in (vi)-(iv) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Causeabove. The decision to exercise the Company’s Termination 's Purchase Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Purchase Right also will cover any shares received from adjustments which pertained to the Purchase Right Shares and which were made as a result of any of the types of transactions referred to in Section 11, and such shares will also constitute Purchase Right Shares. Such Termination Purchase Right may be exercised by the Committee within 90 days after the Committee’s 's discovery of an occurrence that entitles it to exercise its Termination Purchase Right (but in no event later than 6 15 months after the Optionee’s 's termination of employment with the Company or and its Affiliates)) for a purchase price equal to the total amount paid by the Optionee for the Purchase Right Shares. Such Termination Purchase Right will be deemed to be exercised effective immediately upon the Company’s 's mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s 's most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.

Forfeitures. The Company, by action of the Committee, will have the right and option (the “Termination Right”) to terminate this Option prior to exercise, if If the Committee determines that the Optionee has (ia) has engaged in competition with the Company or its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material non-public or confidential information of the Company or any of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable written policies of the Company or any of its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it its Affiliates, ; or (ivb) has engaged in public conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during which is materially detrimental to the Applicable Periodreputation of the Company; or (vc) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause, then, and in each event, the Company, by action of the Committee, will have the right and option (the “Forfeiture Rights”) (x) to terminate this Option prior to exercise, and (y) to the extent that Optionee has exercised the Option prior to the date of such determination by the Committee, to require that the Option return or forfeit the Shares or the economic value of the Shares as of the date of such exercise, payable by the Optionee in cash. The Company shall be entitled to set off any such cash amount against any amount owed to the Optionee by the Company. The decision to exercise the Company’s Termination Right Forfeiture Rights under this Section 13 will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right The Forfeiture Rights may be exercised by the Committee within 90 days after the Committee’s discovery of an occurrence that entitles it to exercise its Termination Right Forfeiture Rights (but in no event later than 6 15 months after the Optionee’s termination of employment with the Company or its Affiliates). Such Termination Right The Forfeiture Rights will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. The Termination Right of the Company may not be exercised on or after the occurrence of any Event.