Common use of Other Forfeitures Clause in Contracts

Other Forfeitures. Notwithstanding the general vesting provisions of Section 2(a), the Award Recipient’s Cash Award shall be forfeited completely upon a finding by a committee consisting of the Chairman of the Board, the chief executive officer of the Company and the general counsel of the Company (the “Determination Committee”) upon a finding by the executive vice president of the Company responsible for the Award Recipient’s business unit that the Award Recipient has violated his duty of loyalty to the Company or otherwise breached the conditions of his employment. No such forfeiture shall occur, however, until such time as the Award Recipient’s appeal of the decision of the Determination Committee to the Managing Director Compensation Committee (the “MDCC”) has been made and decided unfavorably by the MDCC or the Award Recipient has decided not to pursue such an appeal. The following shall constitute such a violation or breach, with each such term as hereinafter defined: the Award Recipient’s (i) having a Conflict of Interest; (ii) disclosure of Proprietary Information; (iii) violation of the Company’s anti-harassment policy; (iv) violation of the Company’s non-competition requirements and (v) violation of the Company’s non-solicitation rules. For purposes of this Agreement the referenced terms are defined as follows:

Other Forfeitures. Notwithstanding the general vesting provisions of Section 2(a), the Award Recipient’s Cash Award Performance Share Units shall be forfeited completely upon a finding by a committee consisting of the Chairman of the Board, the chief executive officer of the Company and the general counsel of the Company (the “Determination Committee”) upon a finding by the executive vice president of the Company responsible for the Award Recipient’s business unit that the Award Recipient has violated his duty of loyalty to the Company or otherwise breached the conditions of his employment. No such forfeiture shall occur, however, until such time as the Award Recipient’s appeal of the decision of the Determination Committee to the Managing Director Compensation Committee (the “MDCC”) has been made and decided unfavorably by the MDCC or the Award Recipient has decided not to pursue such an appeal. The following shall constitute such a violation or breach, with each such term as hereinafter defined: the Award Recipient’s (i) having a Conflict of Interest; (ii) disclosure of Proprietary Information; (iii) violation of the Company’s anti-harassment policy; (iv) violation of the Company’s non-competition requirements and (v) violation of the Company’s non-solicitation rules. For purposes of this Agreement the referenced terms are defined as follows: