Common use of Clawback/Forfeiture Clause in Contracts

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The (i) Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company’s issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion cancel this Award if direct the Awardee, without Company to recover all or a portion of any income or gain realized on the consent settlement of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, RSUs or the subsequent sale of shares of Common Stock acquired upon settlement of the RSUs with respect to any fiscal year in respect of this Award, and must promptly repay such amounts to which the Company’s financial results are negatively impacted by such restatement. If the Awardee receives Committee directs the Company to recover any such amount in excess of what from the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretionParticipant, then the Awardee Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Date of Grant and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant’s employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject return any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs. (including on a retroactive basisii) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and For purposes of this Agreement), “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. In For purposes of the event that this Section 12 and/or such written policy is deemed to be unenforceable, then preceding sentence the award phrase “the Combined Group” shall mean “any member of Performance Shares shall be deemed to be unenforceable due to the lack of adequate considerationCombined Group or any Affiliate”.

Clawback/Forfeiture. The (i) Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company's issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion direct the Company to (A) cancel this Award if all outstanding PBS RSUs and/or (B) recover all or a portion of any income or gain realized on the Awardee, without the consent settlement of the Company, while employed by PBS RSUs or providing services to the Company or any Affiliate or after termination subsequent sale of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest Shares acquired upon settlement of the Company or any Affiliate, including fraud or conduct contributing PBS RSUs with respect to any fiscal year in which the Company's financial restatements or irregularities, as determined results are negatively impacted by the Committee in its sole discretionsuch restatement. If the Awardee otherwise has engaged in or engages in Committee directs the Company to recover any activity referred to in such amount from the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretionParticipant, then the Awardee Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding grants, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Date of Grant and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant's employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject return any income or gain realized on the settlement of the PBS RSUs or the subsequent sale of Shares acquired upon settlement of the PBS RSUs. (including on a retroactive basisii) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and For purposes of this Agreement), “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant's employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. In For purposes of the event that preceding sentence the phrase “the Combined Group” shall mean “any member of the Combined Group or any Affiliate”. Notwithstanding the foregoing, nothing in this Section 12 and/or such written policy is deemed Agreement prohibits the Participant from voluntarily communicating, without notice to be unenforceableor approval by the Company, then with any federal or state government agency about a potential violation of a federal or state law or regulation or to participate in investigations, testify in proceedings regarding the award of Performance Shares shall be deemed to be unenforceable due Company's or an Affiliate’s past or future conduct, or engage in any activities protected under whistle blower statutes. Further, pursuant to the lack Defend Trade Secrets Act of adequate consideration2016, the Participant shall not be held criminally, or civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Participant may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if the Participant files a lawsuit alleging retaliation by the Company or an Affiliate for reporting a suspected violation of the law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret in the court proceeding, if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Clawback/Forfeiture. The Committee may (i) In the case of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of Participant (or any other event or circumstance set forth in its sole discretion cancel this Award if any clawback policy implemented by the AwardeeCompany, including, without limitation, any clawback policy adopted to comply with the consent requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) that results in a material restatement of the Company’s issued financial statements, while employed by or providing services such Participant will be required to reimburse the Company for all or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentenceportion, as determined by the Committee in its sole discretion, the Awardee will forfeit of any compensation, income or gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, RSUs or the subsequent sale of shares of Common Stock acquired upon settlement of the RSUs with respect to any fiscal year in respect of this Award, and must promptly repay such amounts to which the Company’s financial results are negatively impacted by such restatement. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee The Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Date of Grant and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant’s employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject return any income or gain realized on the settlement of the RSUs or the subsequent sale of shares of Stock acquired upon settlement of the RSUs. (including on a retroactive basisii) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and For purposes of this Agreement), “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. In For purposes of the event that this Section 12 and/or such written policy is deemed to be unenforceable, then preceding sentence the award phrase “the Combined Group” shall mean “any member of Performance Shares shall be deemed to be unenforceable due to the lack of adequate considerationCombined Group or any Affiliate”.

Clawback/Forfeiture. The Committee may Notwithstanding anything to the contrary contained herein, in its sole discretion cancel this Award if the Awardeecase of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of Participant (or any other event or circumstance set forth in any clawback policy implemented by the Company, including, without limitation, any clawback policy adopted to comply with the consent requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) that results in a material restatement of the Company’s issued financial statements, while employed by or providing services such Participant will (i) forfeit any unvested TBS RSUs and (ii) be required to reimburse the Company for all or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentenceportion, as determined by the Committee in its sole discretion, the Awardee will forfeit of any compensation, income or gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, TBS RSUs or the subsequent sale of shares Shares acquired upon settlement of Common Stock acquired the TBS RSUs with respect to any fiscal year in respect of this Award, and must promptly repay such amounts to which the Company’s financial results are negatively impacted by such restatement. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee The Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Grant Date and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant’s employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject (including return any income or gain realized on a retroactive basis) to clawback, forfeiture the settlement of the TBS RSUs or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then subsequent sale of Shares acquired upon settlement of the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate considerationTBS RSUs.

Clawback/Forfeiture. The Committee may Notwithstanding anything to the contrary contained herein, in its sole discretion cancel this Award if the Awardeecase of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of Executive (or any other event or circumstance set forth in any clawback policy implemented by the Company, including, without limitation, any clawback policy adopted to comply with the consent requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) that results in a material restatement of the Company’s issued financial statements, while employed by or providing services such Executive will (i) forfeit any unvested MTE RSUs and (ii) be required to reimburse the Company for all or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentenceportion, as determined by the Committee in its sole discretion, the Awardee will forfeit of any compensation, income or gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, MTE RSUs or the subsequent sale of shares Shares acquired upon settlement of Common Stock acquired the MTE RSUs with respect to any fiscal year in respect of this Award, and must promptly repay such amounts to which the Company’s financial results are negatively impacted by such restatement. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee The Executive agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding grants, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Grant Date and regulations the Company shall promptly notify the Executive of NASDAQ such additional provision. In addition, if a Executive has engaged or other securities exchange is engaged in Detrimental Activity after the Executive’s employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Executive, within 30 days after written policy adopted demand by the Company, this Award shall be subject (including return any income or gain realized on a retroactive basis) to clawback, forfeiture the settlement of the MTE RSUs or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then subsequent sale of Shares acquired upon settlement of the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate considerationMTE RSUs.

Clawback/Forfeiture. The (i) Notwithstanding anything to the contrary contained herein, in the event of a material restatement of the Company's issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may in its sole discretion direct the Company to (A) cancel this Award if all outstanding SEA RSUs and/or (B) recover all or a portion of any income or gain realized on the Awardee, without the consent settlement of the Company, while employed by SEA RSUs or providing services to the Company or any Affiliate or after termination subsequent sale of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest Shares acquired upon settlement of the Company or any Affiliate, including fraud or conduct contributing SEA RSUs with respect to any fiscal year in which the Company's financial restatements or irregularities, as determined results are negatively impacted by the Committee in its sole discretionsuch restatement. If the Awardee otherwise has engaged in or engages in Committee directs the Company to recover any activity referred to in such amount from the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretionParticipant, then the Awardee Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding grants, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Date of Grant and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant's employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject return any income or gain realized on the settlement of the SEA RSUs or the subsequent sale of Shares acquired upon settlement of the SEA RSUs. (including on a retroactive basisii) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and For purposes of this Agreement), “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant's employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. In For purposes of the event that preceding sentence the phrase “the Combined Group” shall mean “any member of the Combined Group or any Affiliate”. Notwithstanding the foregoing, nothing in this Section 12 and/or such written policy is deemed Agreement prohibits the Participant from voluntarily communicating, without notice to be unenforceableor approval by the Company, then with any federal or state government agency about a potential violation of a federal or state law or regulation or to participate in investigations, testify in proceedings regarding the award of Performance Shares shall be deemed to be unenforceable due Company's or an Affiliate’s past or future conduct, or engage in any activities protected under whistle blower statutes. Further, pursuant to the lack Defend Trade Secrets Act of adequate consideration2016, the Participant shall not be held criminally, or civilly, liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a federal, state, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Participant may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if the Participant files a lawsuit alleging retaliation by the Company or an Affiliate for reporting a suspected violation of the law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret in the court proceeding, if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 11 and/or such written policy is deemed to be unenforceable, then the award of Performance Deferred Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. (a) The Committee may in its sole discretion cancel this Award if Restricted Stock Units and the Awardee, without the consent Common Shares acquired upon settlement of the CompanyRestricted Stock Units shall be subject to clawback, while employed by forfeiture, or providing services to similar consequences as described in this Section 8(a) for the Company or any Affiliate or after termination reasons described in Section 8(b). In the case of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged an event described in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretionsubsection (b), the Awardee Grantee will forfeit any compensation, gain gain, or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock Shares acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of , and this Award for and any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined equity awards held by the Committee in its sole discretionGrantee shall terminate. Further, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including including, without limitation limitation, Section 302 304 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or any other national securities exchange or inter-dealer quotation system on which the Company has applied to list or quote its Common Stock is listed or quotedShares, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture forfeiture, or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In . (i) If the event Grantee engages in activity that is in conflict with or adverse to the interests of the Company or any of its Affiliates (as defined in Section 9) at any time, or during a specified time period, including fraud or conduct contributing to any financial restatements or irregularities, or if the Grantee violates a noncompete, nonsolicit, nondisclosure, or nondisparagement covenant or agreement with the Company or any of its Affiliates, or if the Grantee violates any other policy, procedure, or rule applicable to the Grantee in a manner that adversely affects or could reasonably be expected to adversely affect the business or reputation of the Company or any of its Affiliates, or if the Grantee's employment or service is terminated for Cause; and/or (ii) if the Grantee receives any amount in excess of what the Grantee should have received under the terms of this Section 12 and/or such written policy is deemed to be unenforceableAward for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or other administrative error), all as determined by the Committee, then the award of Performance Shares Grantee shall be deemed required to be unenforceable due promptly repay any such excess amount to the lack of adequate considerationCompany. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Grantee's activity and recover damages resulting from such activity.

Clawback/Forfeiture. (a) The Committee may Option and the Option Shares shall be subject to clawback, forfeiture, or similar consequences as described in its sole discretion cancel this Award if Section 8(a) for the Awardee, without reasons described in Section 8(b). In the consent case of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged an event described in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretionsubsection (b), the Awardee Grantee will forfeit any compensation, gain gain, or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock Shares acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of , and this Award for and any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined equity awards held by the Committee in its sole discretionGrantee shall terminate. Further, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including including, without limitation limitation, Section 302 304 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or any other national securities exchange or inter-dealer quotation system on which the Company has applied to list or quote its Common Stock is listed or quotedShares, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture forfeiture, or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In . (i) If the event Grantee engages in activity that is in conflict with or adverse to the interests of the Company or any of its Affiliates (as defined in Section 9) at any time, or during a specified time period, including fraud or conduct contributing to any financial restatements or irregularities, or if the Grantee violates a noncompete, nonsolicit, nondisclosure, or nondisparagement covenant or agreement with the Company or any of its Affiliates, or if the Grantee violates any other policy, procedure, or rule applicable to the Grantee in a manner that adversely affects or could reasonably be expected to adversely affect the business or reputation of the Company or any of its Affiliates, or if the Grantee's employment or service is terminated for Cause; and/or (ii) if the Grantee receives any amount in excess of what the Grantee should have received under the terms of this Section 12 and/or such written policy is deemed to be unenforceableAward for any reason (including without limitation by reason of a financial restatement, mistake in calculations, or other administrative error), all as determined by the Committee, then the award of Performance Shares Grantee shall be deemed required to be unenforceable due promptly repay any such excess amount to the lack of adequate considerationCompany. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Grantee's activity and recover damages resulting from such activity.

Clawback/Forfeiture. The Committee may may, in its sole discretion discretion, cancel this the Award if the AwardeeParticipant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this the Award, the sale or other transfer of this the Award, or the sale of shares of Common Stock acquired in respect of this the Award, and must promptly repay such amounts to the Company. If the Awardee Participant receives any amount in excess of what the Awardee Participant should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreementthe Award). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may (i) In the case of fraud, negligence, intentional or gross misconduct or other wrongdoing on the part of Participant (or any other event or circumstance set forth in its sole discretion cancel this Award if any clawback policy implemented by the AwardeeCompany, including, without limitation, any clawback policy adopted to comply with the consent requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) that results in a material restatement of the Company’s issued financial statements, while employed by or providing services such Participant will be required to reimburse the Company for all or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentenceportion, as determined by the Committee in its sole discretion, the Awardee will forfeit of any compensation, income or gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, PBS RSUs or the subsequent sale of shares Shares acquired upon settlement of Common Stock acquired the PBS RSUs with respect to any fiscal year in respect of this Award, and must promptly repay such amounts to which the Company’s financial results are negatively impacted by such restatement. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee The Participant agrees to and shall be required to promptly repay any such excess amount to the CompanyCompany within 30 days after the Company demands repayment. To In addition, if the extent Company is required by applicable law (including without limitation Section 302 of to include an additional “clawback” or “forfeiture” provision to outstanding awards, under the XxxxxxxxXxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or Act or otherwise, then such clawback or forfeiture provision shall also apply to this Agreement as if it had been included on the rules Date of Grant and regulations the Company shall promptly notify the Participant of NASDAQ such additional provision. In addition, if a Participant has engaged or other securities exchange is engaged in Detrimental Activity after the Participant’s employment or inter-dealer quotation system on which service with the Common Stock is listed Company or quotedits subsidiaries has ceased, or if so required pursuant to a then the Participant, within 30 days after written policy adopted demand by the Company, this Award shall be subject return any income or gain realized on the settlement of the PBS RSUs or the subsequent sale of Shares acquired upon settlement of the PBS RSUs. (including on a retroactive basisii) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and For purposes of this Agreement), “Detrimental Activity” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Combined Group, (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Combined Group for Cause, (iii) whether in writing or orally, maligning, denigrating or disparaging the Combined Group or their respective predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publishing (whether in writing or orally) statements that tend to portray any of the aforementioned persons or entities in an unfavorable light, or (iv) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Combined Group. In For purposes of the event that this Section 12 and/or such written policy is deemed to be unenforceable, then preceding sentence the award phrase “the Combined Group” shall mean “any member of Performance Shares shall be deemed to be unenforceable due to the lack of adequate considerationCombined Group or any Affiliate”.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this the Award if the AwardeeParticipant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this the Award, the sale or other transfer of this the Award, or the sale of shares of Common Stock acquired in respect of this the Award, and must promptly repay such amounts to the Company. If the Awardee Participant receives any amount in excess of what the Awardee Participant should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 304 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreementthe Award). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Notwithstanding anything to the contrary contained herein, the Committee may may, in its sole discretion discretion, cancel this Award Performance Share award if the AwardeeParticipant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, disparagement or non-disclosure covenant or agreement agreement, or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If Further, if the Awardee Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will Participant shall forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this AwardPerformance Share award, the sale or other transfer of this AwardPerformance Share award, or the sale of shares of Common Stock acquired in respect of this AwardPerformance Share award, and must promptly repay such amounts to the Company. If In addition, if the Awardee Participant receives any amount in excess of what the Awardee Participant should have received under the terms of this Award Performance Share award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 304 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award Performance Share award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may may, in its sole discretion discretion, cancel this the Award if the AwardeeParticipant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee Participant receives any amount in excess of what the Awardee Participant should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreementthe Award). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Dxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the this Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Dxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this the Award if the AwardeeParticipant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this the Award, the sale or other transfer of this the Award, or the sale of shares of Common Stock acquired in respect of this the Award, and must promptly repay such amounts to the Company. If the Awardee Participant receives any amount in excess of what the Awardee Participant should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx-Xxxxx Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ NYSE or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this the Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreementthe Award). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the this Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this the Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 11 and/or such written policy is deemed to be unenforceable, then the award of Performance Deferred Shares shall be deemed to be unenforceable due to the lack of adequate consideration.

Clawback/Forfeiture. The Committee may in its sole discretion cancel this Award if the Awardee, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement, non-disclosure covenant or agreement or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Awardee otherwise has engaged in or engages in any activity referred to in the preceding sentence, as determined by the Committee in its sole discretion, the Awardee will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of this Award, the sale or other transfer of this Award, or the sale of shares of Common Stock acquired in respect of this Award, and must promptly repay such amounts to the Company. If the Awardee receives any amount in excess of what the Awardee should have received under the terms of this Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee in its sole discretion, then the Awardee shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 and Section 954 of the Xxxx Xxxxx Wall Wal7l Street Reform and Consumer Protection Act) and/or the rules and regulations of NASDAQ or other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Award and this Agreement). In the event that this Section 12 and/or such written policy is deemed to be unenforceable, then the award of Performance Shares shall be deemed to be unenforceable due to the lack of adequate consideration.