Common use of Clawback Policy; Recoupment Clause in Contracts

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR Agreement, any SAR granted under this SAR Agreement (including any amounts or benefits arising from such SARs) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Restricted Stock Units granted under this SAR Agreement (including any amounts or benefits arising or from or Shares issued with respect to such SARsRestricted Stock Units) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Restricted Stock Units granted under this SAR Agreement (including any amounts or benefits arising or from or Shares issued with respect to such SARsRestricted Stock Units) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policyClawback Policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.the

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Restricted Stock Units granted under this SAR Agreement (including any amounts or benefits arising or from or Shares issued with respect to such SARsRestricted Stock Units) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policyClawback Policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Restricted Stock Units granted under this SAR Agreement (including any amounts or benefits arising from or Shares issued with respect to such SARsRestricted Stock Units) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, Accounting Restatement Clawback Policy, or any other clawback policypolicy implemented by the Company, as it each may be amended from time to time (the “PolicyPolicies”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy Policies or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the PolicyPolicies, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy Policies shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.the

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Restricted Stock Units granted under this SAR Agreement (including any amounts or benefits arising from or Shares issued with respect to such SARsRestricted Stock Units) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policyClawback Policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.the

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR granted under this SAR Agreement (including any amounts or benefits arising from such SARs) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, Accounting Restatement Clawback Policy, or any other clawback policypolicy implemented by the Company, as it each may be amended from time to time (the “PolicyPolicies”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy Policies or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the PolicyPolicies, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy Policies shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy Policies shall prevail to the extent that the terms of the Policy Policies conflict with this SAR Agreement or any other plan, program, agreement or arrangement.agreement

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Performance Shares granted under this SAR Agreement (including any amounts or benefits arising or from or Shares issued with respect to such SARsPerformance Shares) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s clawback policyClawback Policy, as it may be amended from time to time (the “Policy”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.

Clawback Policy; Recoupment. Notwithstanding any other provision of this SAR AgreementAgreement to the contrary, any SAR Performance Shares granted under this SAR Agreement (including any amounts or benefits arising from or Shares issued with respect to such SARsPerformance Shares) shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of the Company’s Clawback Policy, Accounting Restatement Clawback Policy, or any other clawback policypolicy implemented by the Company, as it each may be amended from time to time (the “PolicyPolicies”). The Participant agrees and consents to the Company’s application, implementation and enforcement of (i) the Policy Policies or any similar policy established by the Company that may apply to the Participant and (ii) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company may take such actions as are necessary to effectuate the PolicyPolicies, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. The Company’s rights under the Policy Policies shall be in addition to, and not in substitution of, the Company’s rights under this SAR Agreement or otherwise and, in all events, the terms of the Policy shall prevail to the extent that the terms of the Policy conflict with this SAR Agreement or any other plan, program, agreement or arrangement.the