Common use of Clawback of Certain Compensation and Benefits Clause in Contracts

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx gxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination Cause, a court of the Term of Employment (the “Termination Date”) competent jurisdiction determines that the Executive’s employment could have been terminated by Executive breached Sections 7 hereof and has issued an injunction against the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause Executive in accordance with paragraph 7(dSection 7(i) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 6(o)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 6(o)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 6(b) above)hereof; (Bii) all vested and unvested Equity Awards (as that term is defined in the 2006 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise or payment Executive has received. For purposes of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior tothis Section, the Termination Date. For these purposes, following terms shall have the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.following meanings:

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”Cause: (i1) it is determined in good faith by the Company within twelve (12) months after Board and in accordance with the termination due process requirements of the Term of Employment (the “Termination Date”Section 11(c) that the Executive’s employment could have been terminated by the Company for justifiable cause Cause under paragraph 7(dSection 11(c) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof)above; or (ii2) the Executive breaches any of the provisions of paragraph 10, Sections 13(a) or 13(b) below; then, (3) in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive shall also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 11(i)(3)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 11(i)(3)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 11(c) above); (Bii) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) stock options then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise Executive has received. Notwithstanding anything contained in this Agreement to the contrary, this Section 11(i) shall not apply if the Board knew or payment should have known as of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, to the Termination Date. For these purposes, Date that the term “Gain” shall mean (iExecutive’s employment could have been terminated for Cause in accordance with Section 11(c) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Awardabove.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx gxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”Cause: (i1) it is determined in good faith by the Company within twelve (12) months after Board and in accordance with the termination due process requirements of the Term of Employment (the “Termination Date”Section 11(c) that the Executive’s employment could have been terminated by the Company for justifiable cause Cause under paragraph 7(dSection 1l(c) hereof (unless the Company knew or should have known that as of the Termination Dateabove, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii2) the Executive breaches any of the provisions of paragraph 10, Sections 14(a) or 14(b) below; then, (3) in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive shall also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 11(c) above); (Bii) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) stock options then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise Executive has received. Notwithstanding anything contained in this Agreement to the contrary, this Section 11 (h) shall not apply if the Board knew or payment should have known as of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, to the Termination Date. For these purposes, Date that the term “Gain” shall mean (iExecutive’s employment could have been terminated for Cause in accordance with Section 11(c) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Awardabove.

Clawback of Certain Compensation and Benefits. (i) In the event the Term of Employment is terminated by Executive (other than for Good Reason) prior to January 27, 2024, Executive shall reimburse the Company the dollar amount of the Sign-on Award within thirty (30) days following Executive’s termination of employment. (ii) If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”Cause: (i1) it is determined in good faith by the Company within twelve (12) months after Board and in accordance with the termination due process requirements of the Term of Employment (the “Termination Date”Section 11(c) that the Executive’s employment could have been terminated by the Company for justifiable cause Cause under paragraph 7(dSection 11(c) hereof (unless the Company knew or should have known that as of the Termination Dateabove, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii2) the Executive breaches any of the provisions of paragraph 10, Sections 14(a) or 14(b) below; then, (3) in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive shall also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 11(c) above); (Bii) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) stock options then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise Executive has received. Notwithstanding anything contained in this Agreement to the contrary, this Section 11(h) shall not apply if the Board knew or payment should have known as of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, to the Termination Date. For these purposes, Date that the term “Gain” shall mean (iExecutive’s employment could have been terminated for Cause in accordance with Section 11(c) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Awardabove.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”: (i) it is determined in good faith by the Company within twelve (12) months after the termination Cause, a court of the Term of Employment (the “Termination Date”) competent jurisdiction determines that the Executive’s employment could have been terminated by Executive breached Sections 7 hereof and has issued an injunction against the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause Executive in accordance with paragraph 7(dSection 7(i) hereof); or (ii) the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive her by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 6(o)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 6(o)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 6(b) above)hereof; (Bii) all vested and unvested Equity Awards (as that term is defined in the 2006 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise or payment Executive has received. For purposes of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior tothis Section, the Termination Date. For these purposes, following terms shall have the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.following meanings:

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one one-year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. i. In the event the Term of Employment is terminated by Executive (other than for Good Reason) prior to January 30, 2022, Executive shall reimburse the Company the dollar amount of the Signing Award, including any Gains (as defined below) on the RSUs which were granted, within thirty (30) days following Executive’s termination of employment. ii. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”Cause: (i1) it is determined in good faith by the Company within twelve (12) months after Board and in accordance with the termination due process requirements of the Term of Employment (the “Termination Date”Section 11(c) that the Executive’s employment could have been terminated by the Company for justifiable cause Cause under paragraph 7(dSection 1l(c) hereof (unless the Company knew or should have known that as of the Termination Dateabove, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii2) the Executive breaches any of the provisions of paragraph 10, then, Sections 14(a) or 14(b) below; then [Missing Graphic Reference] (3) in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive shall also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 11(h)(3)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 11(c) above); (Bii) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) stock options then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise Executive has received. Notwithstanding anything contained in this Agreement to the contrary, this Section 11 (h) shall not apply if the Board knew or payment should have known as of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, to the Termination Date. For these purposes, Date that the term “Gain” shall mean (iExecutive’s employment could have been terminated for Cause in accordance with Section 11(c) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Awardabove.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment Executive’s employment with the Company for any reason other than by the Company for “justifiable cause”Cause: (i1) it is determined in good faith by the Company within twelve (12) months after Board and in accordance with the termination due process requirements of the Term of Employment (the “Termination Date”Section 11(b) that the Executive’s employment could have been terminated by the Company for justifiable cause Cause under paragraph 7(dSection 11(b) hereof (unless the Company knew or should have known that as of the Termination Dateabove, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii2) the Executive breaches any of the provisions of paragraph 10, Sections 15(a) or 15(b) below; then, (3) in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause Cause retroactively to the Termination Date and the Executive shall also shall be subject to the following provisions: (Ai) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, all amounts paid to Executive him by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment)Agreement, on or after the Termination Date (including the pre-tax cost to the Company of any benefits (other than those described in clause (iii) of this Section 11(f)(3)) provided by the Company) that are in excess of the total amount that the Company would have been required to pay (and the pre-tax cost of any benefits (other than those described in clause (iii) of this Section 11(f)(3)) that the Company would have been required to provide) to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause Cause in accordance with paragraph 7(dSection 11(b) above); (Bii) all vested and unvested Awards (as that term is defined in the 2006 Incentive Compensation Plan) stock options and other equity-based awards then held by the Executive shall immediately expire; and (Ciii) the Executive shall be required to pay to the Company, immediately upon written demand by the CompanyBoard, an amount equal to any all Accelerated Equity Award Gains resulting from that the exercise Executive has received. Notwithstanding anything contained in this Agreement to the contrary, this Section 11(f) shall not apply if the Board knew or payment should have known as of any Awards (as that term is defined in the 2006 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, to the Termination Date. For these purposes, Date that the term “Gain” shall mean (iExecutive’s employment could have been terminated for Cause in accordance with Section 11(b) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Awardabove.

Clawback of Certain Compensation and Benefits. (i) In the event the Term of Employment is terminated by Executive (other than for Good Reason) prior to January 30, 2022, Executive shall reimburse the Company the dollar amount of the Inducement Award, including any Gains (as defined below) on the RSUs which were granted, within thirty (30) days following Executive’s termination of employment. (ii) If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.

Clawback of Certain Compensation and Benefits. If, after the termination of the Term of Employment for any reason other than by the Company for “justifiable cause”: (i) A. it is determined in good faith by the Company within twelve (12) months after the termination of the Term of Employment (the “Termination Date”) that the Executive’s employment could have been terminated by the Company for justifiable cause under paragraph 7(d) hereof (unless the Company knew or should have known that as of the Termination Date, the Executive’s employment could have been terminated for justifiable cause in accordance with paragraph 7(d) hereof); or (ii) B. the Executive breaches any of the provisions of paragraph 10, then, in addition to any other remedy that may be available to the Company in law or equity and/or pursuant to any other provisions of this Amended Agreement, the Executive’s employment shall be deemed to have been terminated for justifiable cause retroactively to the Termination Date and the Executive also shall be subject to the following provisions: (A1) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, all amounts paid to Executive by the Company, whether or not pursuant to this Amended Agreement (other than such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 hereof as have been accrued through the date of the termination of the Term of Employment), on or after the Termination Date (including the pre-tax cost to the Company of any benefits that are in excess of the total amount that the Company would have been required to pay to the Executive if the Executive’s employment with the Company had been terminated by the Company for justifiable cause in accordance with paragraph 7(d) above); (B2) all vested and unvested Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) then held by the Executive shall immediately expire; and (C3) the Executive shall be required to pay to the Company, immediately upon written demand by the Company, an amount equal to any Gains resulting from the exercise or payment of any Awards (as that term is defined in the 2006 2016 Incentive Compensation Plan) at any time on or after, or during the one year period prior to, the Termination Date. For these purposes, the term “Gain” shall mean (i) in the case of each stock option or stock appreciation right (“SAR”), the difference between the fair market value per share of the Company’s common stock underlying such option or SAR as of the date on which the Executive exercised the option or SAR, less the exercise price or xxxxx xxxxx of the option or SAR; and (ii) in the case of any Award other than a stock option or SAR that is satisfied by the issuance of Common Stock of the Company, the value of such stock on the Termination Date, and (iii) in the case of any Award other than a stock option or SAR, that is satisfied in cash or any property other than Common Stock of the Company, the amount of cash and the value of the property on the payment date paid to satisfy the Award.