Common use of Special Forfeiture/Repayment Rules Clause in Contracts

Special Forfeiture/Repayment Rules. For so long as Grantee continues as a Director of the Company and for three years following Grantee's termination as a Director of the Company, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period set forth in the definition of such conduct below, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of service as a Director of the Company, but including any period between the time of Grantee's termination and the time Grantee engaged in Competitor Triggering Conduct.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as a Director of an Employee with the Company CareFusion Group and for three years following Grantee's termination as a Director Termination of Employment regardless of the Companyreason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period set forth referenced in the definition of such conduct below“Competitor Triggering Conduct” set forth in Paragraph 4 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by the Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of service as a Director of the CompanyEmployment, but including any period between the time of Grantee's termination Termination of Employment and the time Grantee engaged engagement in Competitor Triggering Conduct. Awardee may be released from Awardee’s obligations under this Paragraph 5 if and only if the Administrator (or its duly appointed designee) authorizes, in writing and in its sole discretion, such release. Nothing in this Paragraph 5 constitutes a so-called “noncompete” covenant. This Paragraph 5 does, however, prohibit certain conduct while Awardee is associated with the CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this Agreement under certain circumstances, including, but not limited to, Awardee’s acceptance of employment with a Competitor. Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with, or serving as a consultant or advisor or in any other capacity to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this Paragraph 5 and Awardee’s continuing obligations contained herein. No provisions of this Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Awardee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Awardee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void. Awardee acknowledges and agrees that the restrictions contained in this Agreement are being made for the benefit of the Company in consideration of Awardee’s receipt of the Performance Stock Units, in consideration of employment, in consideration of exposing Awardee to the Company’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Awardee further acknowledges that the receipt of the Performance Stock Units and execution of this Agreement are voluntary actions on the part of Awardee and that the Company is unwilling to provide the Performance Stock Units to Awardee without including the restrictions and covenants of Awardee contained in this Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as a Director of the Company and for three years following Grantee's termination as a Director of the Company, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such "Triggering Conduct during the time period set forth in the preceding sentence Conduct" or in Competitor Triggering Conduct during the time period set forth in the definition of such conduct belowtime, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of service as a Director of the Company, but including any period between the time of Grantee's termination and the time Grantee engaged engagement in Competitor Triggering Conduct.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as a Director of the Company and for three years following Grantee's termination as a Director of service on the CompanyBoard, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period set forth in the definition of such conduct below, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of service as a Director of on the CompanyBoard, but including any period between the time of Grantee's termination of service on the Board and the time Grantee engaged in Competitor Triggering Conduct.