Forfeitability. Except as provided in Section 6 of this Agreement, if the employment of the Employee shall terminate prior to the expiration of three (3) years from the date of grant other than by reason of death or permanent disability, the shares granted (or any shares into which they may have been converted or for which they may have been exchanged) shall be forfeited. If the Employee continues to be employed on the third anniversary of the date of grant, the shares shall become non-forfeitable.
Forfeitability. Should you cease Service prior to vesting in one or more Units subject to your Award, your Award will be cancelled with respect to those unvested Units on the first date you are no longer rendering Service, regardless of the reason for the termination of your Service, except as otherwise expressly provided in the above Vesting Schedule. You will cease to have any right or entitlement to receive a Cash Payment for any cancelled Units. Except as otherwise expressly provided in the above Vesting Schedule, the Vesting Schedule requires your continued Service through the applicable vesting date as a condition to the vesting of the applicable Units and the rights and benefits under this Agreement. Except as otherwise expressly provided in the above Vesting Schedule, Service for only a portion of a vesting period, even if a substantial portion, will not entitle you to any proportionate vesting or avoid or mitigate the forfeiture that occurs upon the termination of your Service.
Forfeitability. Should your Continuous Status as an Employee, Director or Consultant cease for any reason prior to vesting in one or more installments of the Shares subject to your Award, then your Award will be cancelled with respect to the unvested Shares and the number of your Restricted Stock Units will be reduced accordingly, and you will cease to have any right or entitlement to receive any Shares under those cancelled units.
Forfeitability. Anything herein to the contrary notwithstanding, if the Board of Directors of Cleveland-Cliffs shall determine in good faith that a Participant who is entitled to a benefit hereunder by reason of termination of his employment with the Controlled Group and each Affiliate, during the period of 5 years after termination of his employment or until he attains age 65, whichever period is shorter, has engaged in a business competitive with Cleveland-Cliffs or any member of the Controlled Group or any Affiliate without the prior written consent of Cleveland-Cliffs, such Participant's rights to a supplemental Pension Plan Benefit hereunder and the rights, if any, of his Beneficiary shall be terminated and no further Supplemental Benefit shall be paid to him or his Beneficiary hereunder.
Forfeitability. The vesting schedule requires your continued service as a Board member over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service as a Board member for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your service as a Board member prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full should your service as a Board member terminate by reason of your death or Permanent Disability, and those vested Shares shall be issued to you on the tenth business day following such termination of Board service or as soon as administratively practicable following such termination of Board service, but in no event later than the later of (i) the close of the calendar year in which such termination of Board service occurs or (ii) the fifteenth day of the third calendar month following such termination of Board service. Should you cease to serve as a Board member for any other reason prior to vesting in all the Units subject to your Award, your Award will be cancelled with respect to those unvested Units (and the underlying Shares) on the first date you are no longer a Board member, and you will cease to have any right or entitlement to receive any Shares under those cancelled Units.
Forfeitability. Except as provided in Section 6 of this Agreement, if the employment of the Employee shall terminate prior to July 31, 2018 other than by reason of death or permanent disability, shares granted that have not yet become freely transferable under Section 4 (or any shares into which they may have been converted or for which they may have been exchanged) shall be forfeited. If the Employee continues to be employed on July 31, 2018, all remaining shares granted shall become non-forfeitable.
Forfeitability. The vesting schedule requires your continued service as a Board member over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service as a Board member for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your service as a Board member prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full and become immediately issuable should your service as a Board member terminate by reason of your death or Permanent Disability.
Forfeitability. The vesting schedule requires your continued Service over the applicable vesting schedule as a condition to the vesting of your Units and the rights and benefits under this Agreement. Service for only a portion of a quarterly vesting period, even if a substantial portion, will not entitle you to any proportionate vesting of the Shares allocated to that quarter or avoid or mitigate the forfeiture of your Shares that will occur upon the cessation of your Service prior to vesting in those Shares. However, all the Shares subject to your Award will vest in full should your Service terminate by reason of your death or Permanent Disability, and those vested Shares shall be issued to you on the tenth business day following such termination of Service or as soon as administratively practicable following such termination of Service, but in no event later than the later of (i) the close of the calendar year in which such termination of Service occurs or (ii) the fifteenth day of the third calendar month following such termination of Service. Should you cease to serve as a Board member for any other reason prior to vesting in all the Units subject to your Award, your Award will be cancelled with respect to those unvested Units (and the underlying Shares) on the first date you are no longer a Board member, and you will cease to have any right or entitlement to receive any Shares under those cancelled Units.
Forfeitability. Should your Continuous Status as an Employee, Director or Consultant cease because (i) you were not nominated for or elected to a new term to serve as a Director or (ii) you resigned as a Director at the Company’s convenience, which shall include, without limitation, your resignation resulting from your failure to receive a majority of the votes cast in an election for Directors in accordance with the Company’s Bylaws, prior to vesting in one or more installments of the Shares subject to your Award, then your Award shall be fully vested. Should your Continuous Status as an Employee, Director or Consultant cease for any reason other than (i) or (ii) in the preceding sentence prior to vesting in one or more installments of the Shares subject to your Award, then your Award will be cancelled with respect to the unvested Shares and the number of your Restricted Stock Units will be reduced accordingly, and you will cease to have any right or entitlement to receive any Shares under those cancelled units.
Forfeitability. If you cease to be in the service of the Company as a Director, including but not limited to a termination for Cause, all unvested Deferred Stock Units and any rights to the underlying Shares will be immediately forfeited to the Company upon such cessation for no consideration unless your termination of service occurs due to one of the Special Vesting Events. If your service is terminated for Cause or should you breach the proprietary information covenant set forth below, then not only will your award be cancelled with respect to any unvested Deferred Stock Units, but you will also forfeit all of your right, title and interest in and to any Shares which have vested under your award. The certificates for any vested Shares you hold at the time of such termination or breach must be promptly returned to the Company, and the Company will in addition impose an immediate stop transfer order with respect to those certificates. Accordingly, upon such termination of your service or breach of the proprietary information covenant below, you will cease to have any further right or entitlement to receive or retain the Shares subject to your forfeited award. In addition, to the extent you have sold any of your vested Shares within the six (6)-month period ending with the date of your termination for Cause or your breach of the proprietary information covenant below or at any time thereafter, then you will be required to repay to the Company, within ten (10) days after receipt of written demand from the Company, the cash proceeds you received upon each such sale, provided such demand is made by the Company within one year after the date of that sale. Transferability: The Shares paid to you in connection with your Deferred Stock Units will be registered under the Federal securities laws. Subsequent sales of those Shares will be subject to: (i) the terms and conditions set out in the Prospectus, (ii) any market black-out periods the Company may impose from time to time, (iii) the requirements of the Company’s xxxxxxx xxxxxxx policies and (iv) the applicable securities laws. Deferred Stock Units and any future right to receive Shares pursuant to Deferred Stock Units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. However, any Deferred Stock Units which have vested but have not been paid to you as of the date of your death may be t...
