Common use of Restricted Conduct Clause in Contracts

Restricted Conduct. If Grantee engages in any of the conduct described in subparagraphs (i) through (v) below for any reason, in addition to all remedies in law and/or equity available to the Company, any Subsidiary (as defined in Section 20 below) or Motorola, Inc. and each of its subsidiaries (“Predecessor” which, to the extent this Agreement refers to post-Distribution rights and obligations, shall mean Motorola Solutions, Inc. and each of its subsidiaries), including the recovery of liquidated damages, Grantee shall forfeit all Units (whether or not vested) and shall immediately pay to the Company, with respect to previously vested Units, an amount equal to (x) the per share Fair Market Value (as defined in Section 20 below) of Motorola Mobility Common Stock (“Common Stock”) on the date on which the Restrictions lapsed with respect to the applicable previously vested Units times (y) the number of shares underlying such previously vested Units, without regard to any taxes that may have been deducted from such amount. For purposes of subparagraphs (i) through (v) below, “Company” or “Motorola Mobility” shall mean Motorola Mobility and/or any of its Subsidiaries.

Appears in 5 contracts

Samples: Restricted Stock Unit Substitute Award Agreement, Restricted Stock Unit Substitute Award Agreement (Motorola Mobility Holdings, Inc), Restricted Stock Unit Substitute Award Agreement (Motorola Mobility Holdings, Inc)

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