Common use of Certain Remedies Clause in Contracts

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) i. the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) . the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c11(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d11(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) . the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) . the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) v. the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) . the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) . the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) . this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) . any Stock Shares acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) . any after-tax proceeds realized by the Recipient from the sale of Stock Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the Recipient’s employment or association with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient you unreasonably refuses refuse to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts you accept employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, Affiliates or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient you otherwise engages engage in competition with the Company or its Affiliates; (iii) the Recipient acts you act against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s your new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails you fail to protect and safeguard while in his your possession or control, or surrender to the Company upon termination of the Recipient’s your employment or association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipientyou; (v) the Recipient solicits you solicit or encourages encourage any person or enterprise with which the Recipient has you have had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches you breach any confidentiality obligations the Recipient has you have to the Company or an Affiliate, the Recipient fails you fail to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses you use confidential information of the Company or its Affiliates for his your own benefit or gain, or the Recipient discloses you disclose or otherwise misuses other misuse confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient entered you enter into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Option or the Plan; (2) any Stock stock acquired and held by the Recipient you pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 12.37 per share; and (3) any after-tax proceeds gain realized by the Recipient you from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient you to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.;

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s his new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his the Optionee’s possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his the Optionee’s own benefit or gain, or the Recipient Optionee discloses or otherwise other misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 13.47 per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company.; (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment with the Company or any Affiliate and ending on two years from the Covenant Termination DateOptionee’s termination of employment with the Company or any Affiliate.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (ii) ; § the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c12(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d12(d)), or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iii) ; § the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) ; § the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) Grantee; § the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) ; § the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) or § the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) then • this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2013 EIP or the LTI Plan; (2) ; • any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) and • any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientGrantee’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after a termination of Optionee’s employment with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, Affiliates or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 10(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) a. If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the i. The Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) . the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the . he Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) . the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) v. the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the . he Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) . the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) . this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) . any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) . any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) b. The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment association with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after the termination of the Optionee’s association with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)11(c) below) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Optionee breaches any confidentiality obligations the Optionee has to the Company or an Affiliate, the Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Optionee uses confidential information of the Company or its Affiliates for his/her own benefit or gain, or the Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); or (vii) the Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 11(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment association with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates Affiliates, and (z) as and if applicable, the last expiration of the Designated Period or the Vesting Date Date, in either case, that occurs after the date of termination of Grantee’s employment with the Company and its Affiliates, pursuant to Section 4(b), 4(d) or 5(c)(iv) (the later of such days being the “Covenant Termination Date”), any of the following occuroccur : (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (ii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Grantee fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientGrantee; (v) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2003 EIP or the LTI Plan; (2) any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the Recipient’s your employment or association with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient you unreasonably refuses refuse to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts you accept employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, Affiliates or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient you otherwise engages engage in competition with the Company or its Affiliates; (iii) the Recipient acts you act against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s your new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails you fail to protect and safeguard while in his your possession or control, or surrender to the Company upon termination of the Recipient’s your employment or association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipientyou; (v) the Recipient solicits you solicit or encourages encourage any person or enterprise with which the Recipient has you have had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches you breach any confidentiality obligations the Recipient has you have to the Company or an Affiliate, the Recipient fails you fail to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses you use confidential information of the Company or its Affiliates for his your own benefit or gain, or the Recipient discloses you disclose or otherwise misuses other misuse confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient you entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient you pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 14.77 per share; and (3) any after-tax proceeds gain realized by the Recipient you from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient you to the Company.; (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s your termination of employment or association with the Company or any Affiliate and ending on two years from your termination of employment or association with the Covenant Termination DateCompany or any Affiliate.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the Recipient’s employment or association with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient you unreasonably refuses refuse to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts you accept employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, Affiliates or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient you otherwise engages engage in competition with the Company or its Affiliates; (iii) the Recipient acts you act against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s your new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails you fail to protect and safeguard while in his your possession or control, or surrender to the Company upon termination of the Recipient’s your employment or association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipientyou; (v) the Recipient solicits you solicit or encourages encourage any person or enterprise with which the Recipient has you have had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches you breach any confidentiality obligations the Recipient has you have to the Company or an Affiliate, the Recipient fails you fail to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses you use confidential information of the Company or its Affiliates for his your own benefit or gain, or the Recipient discloses you disclose or otherwise misuses other misuse confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient entered you enter into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Option or the Plan; (2) any Stock stock acquired and held by the Recipient you pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 12.37 per share; and (3) any after-tax proceeds gain realized by the Recipient you from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient you to the Company.; (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s your termination of employment or association with the Company or any Affiliate and ending on two year from your termination of employment or association with the Covenant Termination DateCompany or any Affiliate.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment association with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 [____] per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (av) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) i. the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) . the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) . the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) . the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) v. the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) . the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) . the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) . this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) . any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) . any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (ii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c12(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d12(d)), or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientGrantee; (v) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2013 EIP or the LTI Plan; (2) any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientGrantee’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after beginning on the termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds gain realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after a termination of Optionee’s employment with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 10(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 7.81 per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.;

Certain Remedies. (a) a. If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) i. the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) . the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) . the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) . the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) v. the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) . the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) . the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) . this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) . any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) . any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) b. The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after a termination of Optionee’s employment with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 10(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after a termination of Optionee’s employment with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 10(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 ________ per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.;

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient discloses your disclose or otherwise misuses other misuse confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 [ ] per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company.; (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment with the Company or any Affiliate and ending on two years from the Covenant Termination DateOptionee’s termination of employment with the Company or any Affiliate.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment association with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment association with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 [Insert Price] per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s his new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his the Optionee’s possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient has he had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient he has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Optionee discloses or otherwise other misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 13.92 per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company.; (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the RecipientOptionee’s termination of employment with the Company or any Affiliate and ending on two years from the Covenant Termination DateOptionee’s termination of employment with the Company or any Affiliate.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (ivi) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (iivii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c12(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d12(d)), or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iiiviii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (ivix) the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientGrantee; (vx) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vixi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (viixii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2013 EIP or the LTI Plan; (2) any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) a. If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientOptionee’s employment with the Company and its Affiliates Affiliates, and (z) the last Vesting Date period that includes the date (after a termination of Optionee’s employment with the Company and its Affiliates) on which all of the Option Shares granted hereunder and capable of becoming vested Option Shares so become vested Option Shares (the later last day of such days later period being the “Covenant Termination Date”), any of the following occur: (i) i. the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) . the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, Affiliates or (B) any Significant Retailer (as defined in Section 10(d)), ) or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) . the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) . the Recipient Optionee fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) v. the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) . the Recipient Optionee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Optionee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) . the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) . this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) . any Stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined in Section 10(b) below) may be repurchased by the Company at a purchase price of $0.01 equal to the Exercise Price per share; and (3) . any after-tax proceeds realized by the Recipient Optionee from the sale of Stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates Affiliates, and (z) as and if applicable, the last expiration of the Designated Period or the Vesting Date Date, in either case, that occurs after the date of termination of Grantee’s employment with the Company and its Affiliates, pursuant to Section 4(b), 4(d) or 5(c)(iv) (the later of such days being the “Covenant Termination Date”), any of the following occuroccur : (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (ii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientGrantee; (v) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2013 EIP or the LTI Plan; (2) any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the within two (2) year period years after termination of the RecipientOptionee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Optionee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient Optionee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), Affiliates or the Recipient Optionee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Optionee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientOptionee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Optionee fails to protect and safeguard while in his his/her possession or control, or surrender to the Company upon termination of the RecipientOptionee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientOptionee; (v) the Recipient Optionee solicits or encourages any person or enterprise with which the Recipient Optionee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them;; or (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Optionee breaches any confidentiality obligations the Recipient Optionee has to the Company or an Affiliate, the Recipient Optionee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Optionee uses confidential information of the Company or its Affiliates for his his/her own benefit or gain, or the Recipient Optionee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award Option shall terminate and be cancelled effective as of the date on which the Recipient Optionee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock stock acquired and held by the Recipient Optionee pursuant to the Award exercise of this Option during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 20.02 per share; and (3) any after-tax proceeds gain realized by the Recipient Optionee from the sale of Stock stock acquired through the Award exercise of this Option during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Optionee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.;

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c11(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d11(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock Shares acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.. [Signature Page to Regular Grant Performance Restricted Stock Unit Award Agreement]

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: : (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; ; (ii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c12(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d12(d)), or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; ; (iii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; ; (iv) the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; Grantee; (v) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; ; (vi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or or (vii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the RecipientGrantee’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient Grantee unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directorsBoard, or its Affiliates; (ii) the Recipient Grantee accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c12(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d12(d)), or the Recipient Grantee otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient Grantee acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the RecipientGrantee’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient Grantee fails to protect and safeguard while in his the Grantee’s possession or control, or surrender to the Company upon termination of the RecipientGrantee’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the RecipientGrantee; (v) the Recipient Grantee solicits or encourages any person or enterprise with which the Recipient Grantee has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient Grantee takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient Grantee takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient Grantee breaches any confidentiality obligations the Recipient Grantee has to the Company or an Affiliate, the Recipient Grantee fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient Grantee uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient Grantee discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient Grantee entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement Agreement, the 2013 EIP or the LTI Plan; (2) any Stock Shares or RSU Shares acquired and held by the Recipient Grantee pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient Grantee from the sale of Stock Shares or RSU Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient Grantee to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.

Certain Remedies. (a) If at any time prior to the later of (y) the last day of the two (2) year period after termination of the Recipient’s employment with the Company and its Affiliates and (z) the last Vesting Date (the later of such days being the “Covenant Termination Date”), any of the following occur: (i) the Recipient unreasonably refuses to comply with lawful requests for cooperation made by the Company, its board of directors, or its Affiliates; (ii) the Recipient accepts employment or a consulting or advisory engagement with (A) any Competitive Enterprise (as defined in Section 10(c11(c)) of the Company or its Affiliates, or (B) any Significant Retailer (as defined in Section 10(d11(d)), or the Recipient otherwise engages in competition with the Company or its Affiliates; (iii) the Recipient acts against the interests of the Company and its Affiliates, including recruiting or employing, or encouraging or assisting the Recipient’s new employer to recruit or employ employ, an employee of the Company or any Affiliate without the Company’s written consent; (iv) the Recipient fails to protect and safeguard while in his or her possession or control, or surrender to the Company upon termination of the Recipient’s employment with the Company or any Affiliate or such earlier time or times as the Company or its board of directors or any Affiliate may specify, all documents, records, tapes, disks and other media of every kind and description relating to the business, present or otherwise, of the Company and its Affiliates and any copies, in whole or in part thereof, whether or not prepared by the Recipient; (v) the Recipient solicits or encourages any person or enterprise with which the Recipient has had business-related contact, who has been a customer of the Company or any of its Affiliates, to terminate its relationship with any of them; (vi) the Recipient takes any action or makes any statement, written or oral, that disparages the business, products, services or management of Company or its Affiliates, or any of their respective directors, officers, agents, or employees, or the Recipient takes any action that is intended to, or that does in fact, damage the business or reputation of the Company or its Affiliates, or the personal or business reputations of any of their respective directors, officers, agents, or employees, or that interferes with, impairs or disrupts the normal operations of the Company or its Affiliates; or (vii) the Recipient breaches any confidentiality obligations the Recipient has to the Company or an Affiliate, the Recipient fails to comply with the policies and procedures of the Company or its Affiliates for protecting confidential information, the Recipient uses confidential information of the Company or its Affiliates for his or her own benefit or gain, or the Recipient discloses or otherwise misuses confidential information or materials of the Company or its Affiliates (except as required by applicable law); then (1) this Award shall terminate and be cancelled effective as of the date on which the Recipient entered into such activity, unless terminated or cancelled sooner by operation of another term or condition of this Agreement or the Plan; (2) any Stock Shares acquired and held by the Recipient pursuant to the Award during the Applicable Period (as defined below) may be repurchased by the Company at a purchase price of $0.01 per share; and (3) any after-tax proceeds realized by the Recipient from the sale of Stock Shares acquired through the Award during the Applicable Period or realized from the receipt of Stock Payments pursuant to Section 2 shall be paid by the Recipient to the Company. (b) The term “Applicable Period” shall mean the period commencing on the later of the date of this Agreement or the date which is one (1) year prior to the Recipient’s termination of employment with the Company or any Affiliate and ending on the Covenant Termination Date.