Common use of Restricted Activity Clause in Contracts

Restricted Activity. Despite anything to the contrary in these Terms and Conditions, your stock options (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to honor the exercise of the stock options by you (or your beneficiary), if you: (a) at any time after the date of these Terms and Conditions, have divulged, directly or indirectly, or used for your own or another’s benefit, any Confidential Information; or (b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after you cease to be employed by the Corporation or any of its Subsidiaries for any reason, have Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit any Solicitation of any Client or Prospective Client with whom I had a business relationship prior to the start of my employment with the Corporation or any of its Subsidiaries, provided no Confidential Information, directly or indirectly, is used in each Solicitation. (c) If you shall have so engaged in any such activity described in clauses (a) or (b) above without the written consent of the Corporation, your stock options (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to you within a reasonable period of time after the Corporation acquires knowledge of your violation of this Section 8. Any failure by you to comply with this Section 8 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of your unexercised, unexpired or unpaid stock options (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery under any stock option occurring within twelve (12) months prior to, or at any time following, the date of your termination of employment for any reason (including but not limited to termination of employment due to retirement or disability). Upon any such rescission, (1) you shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) you shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery under any stock options, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes you from time to time the amount of any such gain realized or payment received. “Gain realized” shall be the excess of the fair market value of the Corporation’s common stock on the date of exercise over the option exercise price, multiplied by the number of shares purchased.

Restricted Activity. Despite anything to the contrary in Paragraph 5, 6 or 8 of these Terms and Conditions, your stock options the Participant’s Stock Units (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to honor distribute the exercise of Stock Units to the stock options by you Participant (or your the Participant’s beneficiary)) pursuant to Paragraph 6, or to pay any Dividend Equivalents pursuant to Paragraph 3, if youthe Participant: (a) at any time after the date of these Terms and Conditions, have has divulged, directly or indirectly, or used used, for your the Participant’s own or another’s benefit, any Confidential Information; or (b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after you cease the Participant ceases to be employed by the Corporation or any of its Subsidiaries for any reason, have has Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit any the Participant’s Solicitation of any Client or Prospective Client with whom I he or she had a business relationship prior to the start of my his or her employment with the Corporation or any of its Subsidiaries, provided no Confidential Information, directly or indirectly, is used in each such Solicitation. (c) If you the Participant shall have so engaged in any such activity described in clauses (a) or (b) above without the written consent of the Corporation, your stock options the Participant’s Stock Units (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to you the Participant within a reasonable period of time after the Corporation acquires knowledge of your the Participant’s violation of this Section 8Paragraph 7. Any failure by you the Participant to comply with this Section 8 Paragraph 7 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of your the Participant’s unexercised, unexpired unexpired, unpaid or unpaid stock options deferred Stock Units (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery under with respect to any stock option Stock Units occurring within twelve (12) months prior to, or at any time following, the date of your the Participant’s termination of employment for any reason (including but not limited to termination of employment due to retirement Retirement or disabilityDisability). Upon any such rescission, (1) you the Participant shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) you the Participant shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery under with respect to any stock optionsStock Units, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes you the Participant from time to time the amount of any such gain realized or payment received. “Gain realized” shall be the excess of the fair market value of the Corporation’s common stock on the date of exercise over the option exercise price, multiplied determined by the number of shares purchasedCommittee in its sole discretion.

Restricted Activity. Despite anything to the contrary in Paragraph 5, 6 or 8 of these Terms and Conditions, your stock options the Participant’s Stock Units (whether vested or unvested) shall be forfeited and the Corporation shall have no obligation to honor distribute the exercise of Stock Units to the stock options by you Participant (or your the Participant’s beneficiary)) pursuant to Paragraph 6, or to pay any Dividend Equivalents pursuant to Paragraph 3, if youthe Participant: (a) at any time after the date of these Terms and Conditions, have has divulged, directly or indirectly, or used for your the Participant’s own or another’s benefit, any Confidential Information; or (b) at any time after the date of these Terms and Conditions and through a period of twelve (12) months after you cease the Participant ceases to be employed by the Corporation or any of its Subsidiaries for any reason, have has Solicited, or assisted in the Solicitation of, any Client or Prospective Client; or solicited, encouraged, advised, induced or caused any employee of the Corporation or any of its Subsidiaries to terminate his or her employment with the Corporation or any of its Subsidiaries, or provided any assistance, encouragement, information, or suggestion to any person or entity regarding the solicitation or hiring of any employee of the Corporation or any of its Subsidiaries; provided, however, that this clause (b) shall not prohibit any the Participant’s Solicitation of any Client or Prospective Client with whom I he or she had a business relationship prior to the start of my his or her employment with the Corporation or any of its SubsidiariesCorporation, provided that no Confidential Information, directly or indirectly, is used in each such Solicitation. (c) If you the Participant shall have so engaged in any such activity described in clauses clause (a) or through (bc) above without the written consent of the Corporation, your stock options the Participant’s Stock Units (whether vested or unvested) shall be forfeited to the Corporation by notice in writing to you the Participant within a reasonable period of time after the Corporation acquires knowledge of your the Participant’s violation of this Section 8Paragraph 7. Any failure by you the Participant to comply with this Section 8 Paragraph 7 shall entitle the Corporation, as determined by the Committee in its sole discretion, to (i) cancel and terminate all of your the Participant’s unexercised, unexpired unexpired, unpaid or unpaid stock options deferred Stock Units (whether vested or unvested) under the Plan, and (ii) rescind any exercise, payment or delivery under with respect to any stock option Stock Units occurring within twelve (12) months prior to, or at any time following, the date of your the Participant’s termination of employment for any reason (including but not limited to termination of employment due to retirement Retirement or disabilityDisability). Upon any such rescission, (1) you the Participant shall immediately pay to the Corporation the amount of any gain realized or payment received, and (2) you the Participant shall immediately forfeit to the Corporation any shares of the Corporation’s Common Stock received, in each case as a result of the rescinded exercise, payment or delivery under with respect to any stock optionsStock Units, in such manner and on such terms and conditions as the Committee shall require, and the Corporation shall be entitled, as permitted by applicable law, to deduct from any amounts the Corporation owes you the Participant from time to time the amount of any such gain realized or payment received. “Gain realized” shall be the excess of the fair market value of the Corporation’s common stock on the date of exercise over the option exercise price, multiplied determined by the number of shares purchasedCommittee in its sole discretion.