Common use of Claw-Back Clause in Contracts

Claw-Back. (a) Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be: (i) malfeasance; (ii) fraud; or (iii) specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company. (b) By signing this Agreement, the Grantee acknowledges that he or she understands and agrees that in the event the Committee determines that Grantee has engaged in conduct or performed acts specified in Article 4.1(a) and Grantee has sold all or a portion of his or her shares of Common Stock after vesting, the Company has the right to claim from the Grantee an amount in US dollars equal to the Fair Market Value of such shares at the time of such sale and the Grantee is obliged to repay this amount at first demand by the Company, such payment to be made no later than 30 days after the first demand.

Claw-Back. (a) Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be: (i) malfeasance; (ii) fraud; or (iii) specific conduct, alone or in concert with others, which has led to the material restatement of the Company's ’s annual accounts and/or significant (reputational) harm to the Company. (b) By signing this Agreement, the Grantee acknowledges that he or she understands and agrees that in the event the Committee determines that Grantee has engaged in conduct or performed acts specified in Article Section 4.1(a) and Grantee has sold all or a portion of his or her shares of Common Stock after vesting, the Company has the right to claim from the Grantee an amount in US dollars equal to the Fair Market Value of such shares at the time of such sale and the Grantee is obliged to repay this amount at first demand by the Company, such payment to be made no later than 30 days after the first demand.