Common use of Clawback Provision Clause in Contracts

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contraryPlan, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) 4 of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) 4 of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Employee acknowledges and agrees that the Employee’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Employee has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Employee fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made by providing notice of such amendment cancelled and forfeited ab initio. ACKNOWLEDGED AND ACCEPTED _______________________ [______________] EMPLOYEE CHICO’S FAS, INC. By: [Xxxxxx X. Xxxxxx] [Chief Executive Officer and President] Grant Date: <<date>> Vesting Date: <<date>> Payment Date: <<date>> Target PSU: <<#>> Units Performance Period: <<date>> through <<date>> Minimum Performance Requirement: In order to Employeebe eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve <<#>> quarters of positive comparable sales growth (at the Company after level)* during the date of this Agreement Performance Period. Performance Goals and Employee shall be bound thereby.Payouts: Threshold Performance Goal <<$>> <<%>> Target Performance Goal <<$>> <<%>> Maximum Performance Goal <<$>> or higher <<%>>

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Executive acknowledges and agrees that the Executive’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Executive agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Executive by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Executive has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Executive fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made by providing notice cancelled and forfeited ab initio. ACKNOWLEDGED AND ACCEPTED /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx EXECUTIVE CHICO’S FAS, INC. By: /s/ Xxxx Xxxxx Xxxx Xxxxx, Senior Vice President, General Counsel and Corporate Secretary Grant Date: August 20, 2019 Vesting Date: March 1, 2022 Payment Date: Xxxxx 0, 0000 Xxxxxx PSU: 700,000 Units Performance Period: Beginning of such amendment 3rd Quarter of Fiscal Year 2019 through end of Fiscal Year 2021 Minimum Performance Requirement: In order to Employeebe eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve four quarters of positive comparable sales growth (at the Company after level) during the date of this Agreement Performance Period. Performance Goals and Employee shall be bound thereby.Payouts: Threshold Performance Goal $5.00 50% Target Performance Goal $7.50 100% Maximum Performance Goal $10.00 or higher 150%

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contraryPlan, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Employee acknowledges and agrees that the Employee’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Employee has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Employee fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made cancelled and forfeited ab initio. 2020 Special SVP/VP PSU ACKNOWLEDGED AND ACCEPTED _______________________EMPLOYEE CHICO’S FAS, INC. By: [Xxxxx Xxxxxxxxxxx] [Chief Executive Officer and President] 2020 Special SVP/VP PSU Grant Date: <<date>> Vesting Date: <<date>> Payment Date: <<date>> through <<date>> (Specific payment date(s) within this period to be determined by providing notice of such amendment the Company.) Performance Period: <<date>> through <<date>> Minimum Performance Requirement: In order to Employeebe eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve <<#>> quarters of positive comparable sales growth (at the Company after level)* during the date of this Agreement Performance Period. Performance Goals and Employee shall be bound thereby.Payouts: Threshold Performance Goal <<$>> <<%>> Target Performance Goal <<$>> <<%>> Maximum Performance Goal <<$>> or higher <<%>>

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contrary, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Executive acknowledges and agrees that the Executive’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Executive agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Executive by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Executive has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Executive fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made by providing notice cancelled and forfeited ab initio. ACKNOWLEDGED AND ACCEPTED /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx EXECUTIVE CHICO’S FAS, INC. By: /s/ Xxxx Xxxxx Xxxx Xxxxx, Senior Vice President, General Counsel and Corporate Secretary Grant Date: August 20, 2019 Vesting Date: March 1, 2022 Payment Date: Xxxxx 0, 0000 Xxxxxx PSU: 350,000 Units Performance Period: Beginning of such amendment 3rd Quarter of Fiscal Year 2019 through end of Fiscal Year 2021 Minimum Performance Requirement: In order to Employeebe eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve four quarters of positive comparable sales growth (at the Company after level) during the date of this Agreement Performance Period. Performance Goals and Employee shall be bound thereby.Payouts: Threshold Performance Goal $5.00 50% Target Performance Goal $7.50 100% Maximum Performance Goal $10.00 or higher 150%

Clawback Provision. Notwithstanding anything in If the Plan Employee has failed to comply with the contraryobligations under Sections 3(a), in the 3(b), 3(c) or 3(d) (other than an inadvertent and inconsequential event that constituting non-compliance) during his employment with the Company is required or the Severance Period, all of the following forfeitures shall result: (i) The unexercised portion of any option or SSAR, whether or not vested, and any other award not then vested shall be immediately forfeited and canceled. (ii) The Employee shall be obligated to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable repay to the Company, at in cash, within ten (10) business days after demand is made therefor by the Company, (1) the total amount of any time before or within cash payments made to the Employee under Sections 2(c) and (f); (2) other cash amounts paid to the Employee under any AIP and LTIP awards since the date two years following prior to the Performance Separation Date; and (3) the Award Vesting Date Gain (as defined below) realized by the Employee upon each exercise of an option or SSAR or settlement of a result PRS or restricted stock unit award (regardless of fraud any elective deferral) since the date two years prior to the Separation Date. For purposes of this Section 4, the term “Award Gain” shall mean (i), in respect of a given option or intentional misconduct on SSAR exercise, the part product of (X) the fair market value per share of stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares or stock appreciation rights as to which the option or SSAR was exercised at that date, and (ii), in respect of any other settlement of an award granted to the Employee, the Committee may, in its discretion, fair market value of the cash or stock paid or payable to the Employee (aregardless of any elective deferral) cancel less any cash or the Performance Award, in whole fair market value of any stock or in part, whether or not vested property (so long as shares excluding any payment of Common Stock have not yet been issued in accordance with Section 4(a)(iitax withholding) or Section 4(b)(ii) of this Agreement) and/or (b) require paid by the Employee to repay to the Company an amount equal to all as a condition of or any portion of the value of any or all of the shares that have been issued in accordance connection with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound therebysettlement.

Clawback Provision. Notwithstanding anything any provision to the contrary herein, in the Company’s 2006 Equity Compensation Plan or in any applicable grant agreement, in addition to other remedies described in this Agreement, if at any time Employee breaches any provisions of Paragraphs 12, 13 or 16 or otherwise engages in activities or conduct that constitutes Willful Misconduct, all outstanding unvested and unexercised equity rights (including, but not limited to, stock options, restricted stock, and restricted stock units) held by Employee as of such date shall terminate, and Company may rescind (i) the exercise and/or vesting of any equity right and the delivery of shares of the Company’s common stock upon such exercise or vesting (the “Shares”) and (ii) the payment of any bonus or incentive compensation amounts provided to Employee, in either case, within one (1) year after Employee breaches such provisions or engages in such activity or conduct. For purposes of this Paragraph 17(m), the term “Shares” shall include without limitation any shares or other property received by Employee with respect to the contraryshares covered by Employee’s equity rights as a result of a stock split or other similar transaction. In the event of any such rescission, Employee shall return to Company the amount of any bonus or incentive compensation and the Shares received upon the exercise or vesting of Employee’s equity rights, or if Employee no longer owns the Shares, Employee shall pay to Company the amount of any gain realized or payment received as a result of any sale or other disposition of the Shares (or, in the event that Employee transfers the Company is required to materially restate its financial resultsShares by gift or otherwise without consideration, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part fair market value of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock Shares on the date of repayment) and the Committee may provide breach or activity or conduct), net of the price originally paid by Employee for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the EmployeeShares. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment The payment shall be made in such manner and on such terms and conditions as may be required by providing notice of such amendment to Employee, and such amendment Company. Company shall be binding on Employee; provided, regardless entitled to set off against the amount of whether the Company makes any such a unilateral amendment payment any amounts otherwise owed to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted Employee by the Company after the date of this Agreement and Employee shall be bound therebyCompany.

Clawback Provision. Notwithstanding anything in As a condition of receiving the Plan Restricted Stock, the Employee acknowledges and agrees that the Employee’s rights, payments and benefits with respect to the contraryRestricted Stock shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, in any applicable listing standard of any national securities exchange or system on which the event that Common Stock is then listed or reported or the Company is required to materially restate its financial results, excluding a material restatement terms of such financial results due solely to a change in generally accepted accounting principles in the United States Company’s Incentive Compensation Clawback Policy or such other accounting principles that similar policy as may be adopted from time to time by the Securities and Exchange Commission and are Board or become applicable to the CompanyCommittee, at any time before which could in certain circumstances require repayment or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part forfeiture of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Restricted Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy Restricted Stock. Except where offset of, or recoupment from, incentive compensation covered by Code Section 409A (as defined in the repayment obligation; provided, however, that if any such offset Plan) is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required allowed by law and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to comply be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with applicable law and/or any Clawback Policy adopted Code Section 409A. The Employee may reject this Restricted Stock Agreement on the internet hosting website designated by the Company after for the date of Plan during the thirty (30) days following the Grant Date, in which case this Agreement, the Company may unilaterally amend this Section 9, and any such amendment Restricted Stock Agreement shall be made by providing notice of such amendment to Employee, cancelled and such amendment shall be binding on Employee; provided, regardless of whether forfeited ab initio. If the Company makes such a unilateral amendment to Employee does not reject this Section 9 or provides such notice to EmployeeRestricted Stock Agreement within those thirty (30) days, this section Restricted Stock Agreement shall be deemed consistent with any Clawback Policy adopted accepted by the Company after the date of this Agreement and Employee shall be bound therebyEmployee.