Detrimental Activity. The Committee in its sole discretion may cancel and cause to be forfeited any RSUs not previously vested or released under this Agreement if you engage in any "Detrimental Activity” (as defined below). In addition, if you engage in any Detrimental Activity prior to or within one (1) year after your Termination of Service, the Committee in its sole discretion may require you to pay to the Company the amount of all gain you realized from any vesting of the RSUs beginning six (6) months prior to your Termination of Service, provided that the Committee gives you notice of such requirement within one (1) year after your Termination of Service. In that event, the Company will be entitled to set off such amount against any amount the Company owes to you, in addition to any other rights the Company may have. For purposes of this section:
Detrimental Activity. The term “Detrimental Activity” shall mean (i) a violation of paragraph 11 of the Employment Agreement (relating to competition) during the period in which such activity is prohibited under the Employment Agreement; or (ii) a violation of paragraph 12 of the Employment Agreement (relating to confidentiality).
Detrimental Activity. If the Grantee, either during employment by the Corporation or a Subsidiary or within one year after termination of such employment, shall engage in any Detrimental Activity, and the Board shall so find, and (except for any Detrimental Activity described in Section 9(d)(v)(B)) if the Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding given within one year after commencement of such Detrimental Activity, the Grantee shall:
Detrimental Activity. (i) In consideration for the grant of Restricted Stock and in addition to any other remedies available to the Company, the Participant acknowledges and agrees that the Restricted Stock is subject to the provisions in the Plan regarding Detrimental Activity. If the Participant engages in any Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, all unvested Restricted Stock shall be forfeited, without compensation, and the Committee shall be entitled to recover from the Participant (at any time within one year after such engagement in Detrimental Activity) an amount equal to the Fair Market Value as of the vesting date(s) of any Restricted Stock that had vested in the period referred to above.
Detrimental Activity. In the event the Participant engages in Detrimental Activity prior to, or during the one year period following the earlier of the Participant’s Termination of Employment or the Final Certification Date, the Committee may direct (at any time within one year thereafter) that all Performance Shares shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to the gain realized at the time of vesting and distribution of any Earned Shares.
Detrimental Activity. If the Participant, either during employment by the Company or a Subsidiary or within one (1) year after termination of such employment, shall engage in any Detrimental Activity, and the Committee shall so find, forthwith upon notice of such finding, the Participant shall:
Detrimental Activity. In the event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any portion of the Award (whether or not vested); or (ii) require the Grantee to repay to the Company the value of any Award that vested during the 12-month period prior to the date on which the Grantee engaged in such activity or took any such action, with such amount to be paid to the Company by the Grantee, in cash, based on the fair market value of the Stock on the date the underlying Award vested and was settled, within 10 days notification of such activity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. Xxxx Health, Inc. By: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable. Dated: Optionee’s Signature Optionee’s name and address: Exhibit C Form of Service-Based Restricted Stock Unit Award – Annual Awards RESTRICTED STOCK UNIT AWARD AGREEMENT (THE “AGREEMENT”) FOR COMPANY EMPLOYEES UNDER XXXX HEALTH, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: Number of Restricted Stock Units: Grant Date: Pursuant to the Xxxx Health, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units identified above (an “Award”) to the Grantee named above, subject to the terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the holder thereof upon vesting to one share of the Company’s Class A Common Stock, par value $0.0001 per share (the “Stock”).
Detrimental Activity. If, at any time, (i) during Participant’s employment with the Company or a Subsidiary or (ii) during the period after Participant’s termination of employment with the Company or any Subsidiary for any reason, but not to exceed 24 months following Participant’s termination of employment, Participant engages in any “Detrimental Activity” (as defined in subsection (c) below), the Committee may, notwithstanding any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award as of the first date Participant engaged in the Detrimental Activity, as determined by the Committee. Without limiting the generality of the foregoing, the Committee may also require Participant to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months prior to the date on which Participant engaged or began engaging in Detrimental Activity.
Detrimental Activity. The provisions in the Plan regarding Detrimental Activity shall apply to the Option.
Detrimental Activity. For purposes of this Award, Detrimental Activity shall have the meaning set forth in the Plan and additionally shall mean any of the activities set forth on Annex B. In the event that you engage in Detrimental Activity, the Committee may direct that all unvested Performance Share Units, unvested Restricted Stock issued pursuant to Section 7, and Dividend Equivalents, together with any Performance Share Units and/or Restricted Stock and Dividend Equivalents which have vested but with respect to which Common Stock has not yet been issued, shall be immediately forfeited to the Company, and you shall pay to the Company an amount equal to the Fair Market Value at the time of issuance or delivery of any Common Stock previously delivered or issued to you in respect of the Award.
