Common use of Detrimental Activity Clause in Contracts

Detrimental Activity. If the Participant, either during employment by the Company or any Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above), shall engage in any Detrimental Activity, and the Committee shall so find, the Participant upon notice of such finding shall be obligated to: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant has not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year prior to the date of the commencement of such Detrimental Activity; and (c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the aggregate Market Value per Share of the Common Shares on the date of such acquisition. To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Section 7, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are issued or delivered to the Participant to settle Performance Shares vested and earned or deemed earned hereunder.

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 9(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit Return to the Corporation all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant Grantee has not disposed of that were acquired and an amount equal to all cash paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Performance Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the Common such Performance Shares on the date of such acquisition. Performance Shares were paid out. (c) To the extent that such the amounts referred to in Section 9(a) and (b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Grantee was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 79) for which the Grantee has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the Participant business of the Corporation and its Subsidiaries, acquired by the Grantee during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Grantee during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section, “Termination for Cause” shall mean a termination:

Detrimental Activity. If the Participant, either during employment by the Company or any Subsidiary or within one (1a) year after termination or cessation of such employment Executive agrees that he will not engage in Detrimental Activity (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause as required or compelled by statute or other Detrimental Activity law or by court order or subpoena or in connection with court testimony or deposition) during the Participant for Good Reason as contemplated by Section 5(c) Employment Term and following the date of this Agreement or results from Retirement as contemplated by Section 5(d) Executive's termination. For purposes of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above), shall engage in any "Detrimental Activity, and " shall mean: (i) the Committee shall so find, the Participant upon notice of such finding shall be obligated to: (a) Forfeit all Target Performance Shares, all rights disclosure to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant has not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year prior to the date of the commencement of such Detrimental Activity; and (c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the aggregate Market Value per Share of the Common Shares on the date of such acquisition. To the extent that such amounts are not paid to anyone outside the Company, or the use in any manner other than in the furtherance of the Company's business, without written authorization from the Company, of any confidential information or proprietary information of the Company may(Executive acknowledges and agrees that (i) this is in addition to his obligations under the confidentiality agreement between Executive and the Company dated December 15, 1999 and (ii) such agreement remains in full force and effect); (ii) any attempt, directly or indirectly by Executive of Solicitation (as defined below) within 6 months of the end of the Employment Term; (iii) any conduct by Executive which is Self-Dealing and which would conflict with the Company's interests; (iv) Executive's Disparagement (as defined herein), or inducement of others to the extent permitted by lawdo so, set off the amounts so payable to it against any amounts that may be owing from time to time by of the Company or any Subsidiary to its past and present officers, directors, employees or products; or (v) without written authorization from the ParticipantCompany, whether as wages or vacation pay or in during the form period ending 3 months after the end of any other benefit or the Employment Term, the rendering of services for any other reasonorganization, or engaging, directly or indirectly, in any business, which is competitive with the Company; provided, however, thatthat (i) in the event that Executive decides to forego the payment of 3 months Base Salary contemplated by Section 8(c) and not to provide on the date of termination the Mutual Waiver and General Release of Claims, except to then the extent permitted 3 month non-compete contemplated by Treasury Regulation Section 1.409A-3(j)(4), such offset clause (v) of the definition of "Detrimental Activity" shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A and (ii) owning a less than 5% interest in a publicly traded company shall not be viewed as breaching clause (v) of the Codedefinition of "Detrimental Activity". For purposes of this Section 7Agreement, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are issued "Disparagement" means making comments or delivered statements to the Participant press, the Company's employees, consultants or any individual or entity with whom the Company has a business relationship or otherwise taking any similar action which could reasonably be expected to settle Performance Shares vested and earned adversely affect in any manner: the conduct of the business of the Company (including, without limitation, any products or deemed earned hereunder.business plans or prospects); or the business reputation of the Company, or any of its products, or its past or present officers, directors or employees. For purposes of this Agreement, "Solicitation" shall mean recruiting, soliciting or inducing of any nonclerical employee or employees of the Company to terminate his or her employment with, or otherwise cease his or her relationship with, the Company or hiring or assisting another person or entity to hire (including, but not limited to identifying a nonclerical employee to another employer for employment) any nonclerical employee of the Company or any person who within six (6) months before had been a nonclerical employee of the Company; or, soliciting or inducing any customer of the Company to cease his or her relationship with the Company. For purposes of this

Detrimental Activity. If In the Participant, either during employment by event the Company determines or discovers during or after the course of the Grantee’s employment or service that the Grantee engaged in any act(s) that are contrary to the Company’s best interests, including, but not limited to, violating the Company’s Code of Business Conduct and Ethics, engaging in unlawful trading in the securities of the Company, or engaging in any other activity which constitutes gross misconduct, then, to the maximum extent permissible under applicable law, the Administrator may, in its sole discretion, (i) cancel all or any Subsidiary portion of the Award (whether or within one not vested); or (1ii) year after termination or cessation of such employment (or, if termination or cessation of such employment is by require the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above), shall engage in any Detrimental Activity, and the Committee shall so find, the Participant upon notice of such finding shall be obligated to: (a) Forfeit all Target Performance Shares, all rights Grantee to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return repay to the Company all Common Shares the value of any Award that vested during the Participant has not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year 12-month period prior to the date of on which the commencement of Grantee engaged in such Detrimental Activity; and (c) With respect activity or took any such action, with such amount to any Common Shares so acquired that the Participant has disposed of, pay be paid to the Company by the Grantee, in cash cash, based on the aggregate Market Value per Share fair market value of the Common Shares Stock on the date the underlying Award vested and was settled, within 10 days notification of such acquisitionactivity, and the Company is hereby authorized to deduct such amount from any other amounts otherwise due the Grantee. To By: Title: The foregoing Agreement is hereby accepted, and the extent that such amounts are not paid terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company, the Company may, ’s instructions to the extent permitted by lawGrantee (including through an online acceptance process) is acceptable. Dated: ____________________________ Xxxxxxx’s Signature Xxxxxxx’s name and address: Name of Grantee: __________________________________ Target Number of Units: __________________ Grant Date: __________________ Pursuant to the Xxxx Health, set off Inc. 2021 Stock Option and Incentive Plan, as amended through the amounts so payable date hereof (the “Stock Plan”), Xxxx Health, Inc. (the “Company”) hereby grants an award of Restricted Stock Units (an “Award”) to it against any amounts that may be owing from time the Grantee named above in the amount of the Target Number of Units identified above (the “Target Units”), subject to time the Grantee being eligible to earn the Adjusted Units, as determined by the Company or any Subsidiary Administrator in accordance with Exhibit A hereto and subject to the Participant, whether as wages or vacation pay or in terms and conditions of this Agreement and Xxxxxxx’s acceptance hereof. Each Restricted Stock Unit shall entitle the form of any other benefit or for any other reason; provided, however, that, except holder thereof upon vesting to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A one share of the Code. For purposes of this Section 7Company’s Class A Common Stock, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are issued or delivered to par value $0.0001 per share (the Participant to settle Performance Shares vested and earned or deemed earned hereunder“Stock”).

Detrimental Activity. If the Participant, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 8(d)(v)(B)) if the Participant upon shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Participant shall: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company Corporation all Common Shares that the Participant has not disposed of that were acquired paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Shares so acquired that the Participant has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the such Common Shares on the date of such acquisition. Common Shares were paid out. (c) To the extent that such the amounts referred to in Section 8(a) and 8(b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the Participant, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Participant was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 78) for which the Participant has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the business of the Corporation and its Subsidiaries, acquired by the Participant during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Participant during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section 8 and Section 4, “Termination for Cause” shall mean a termination:

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 8(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company Corporation all Common Shares that the Participant Grantee has not disposed of that were acquired paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the such Common Shares on the date of such acquisition. Common Shares were paid out. (c) To the extent that such the amounts referred to in Section 8(a) and (b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Grantee was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 78) for which the Grantee has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the Participant business of the Corporation and its Subsidiaries, acquired by the Grantee during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Grantee during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section, “Termination for Cause” shall mean a termination:

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 9(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit Return to the Corporation all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant Grantee has not disposed of that were acquired and an amount equal to all cash paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Performance Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the Common such Performance Shares on the date of such acquisition. Performance Shares were paid out. (c) To the extent that such the amounts referred to in Section 9(a) and (b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Section 7Agreement, Common Shares the term "Detrimental Activity" shall be deemed to be acquired pursuant to this Agreement at such time as they are issued or delivered to the Participant to settle Performance Shares vested and earned or deemed earned hereunder.include:

Detrimental Activity. If the Participant, either during employment by the Company or any Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d5 (d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above), shall engage in any Detrimental Activity, and the Committee shall so find, the Participant upon notice of such finding shall be obligated to: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant has not disposed of that were acquired pursuant to this Agreement since the date that is one (1) year prior to the date of the commencement of such Detrimental Activity; and (c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to the Company in cash the aggregate Market Value per Share of the Common Shares on the date of such acquisition. To the extent that such amounts are not paid to the Company, the Company may, to the extent permitted by law, set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. For purposes of this Section 7, Common Shares shall be deemed to be acquired pursuant to this Agreement at such time as they are issued or delivered to the Participant to settle Performance Shares vested and earned or deemed earned hereunder.

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 8(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company Corporation all Common Shares that the Participant Grantee has not disposed of that were acquired paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the such Common Shares on the date of such acquisition. Common Shares were paid out. (c) To the extent that such the amounts referred to in Section 8(a) and 8(b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Grantee was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 78) for which the Grantee has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the Participant business of the Corporation and its Subsidiaries, acquired by the Grantee during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Grantee during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section 8 and Section 4, “Termination for Cause” shall mean a termination:

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 9(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company Corporation all Common Deferred Shares that the Participant Grantee has not disposed of that were acquired and an amount equal to all cash paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Deferred Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the Common such Deferred Shares on the date of such acquisition. Deferred Shares were paid out. (c) To the extent that such the amounts referred to in Section 9(a) and 9(b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Grantee was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 79) for which the Grantee has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the Participant business of the Corporation and its Subsidiaries, acquired by the Grantee during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Grantee during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section 9 and Section 6, “Termination for Cause” shall mean a termination:

Detrimental Activity. If the ParticipantGrantee, either during employment by the Company Corporation or any a Subsidiary or within one (1) year after termination or cessation of such employment (or, if termination or cessation of such employment is by the Company or any of its Subsidiaries for any reason other than for Cause or other Detrimental Activity or by the Participant for Good Reason as contemplated by Section 5(c) of this Agreement or results from Retirement as contemplated by Section 5(d) of this Agreement, within the period commencing upon termination or cessation of such employment and ending one (1) year after the date set forth under “End of Performance Period” above)employment, shall engage in any Detrimental Activity, and the Committee Board shall so find, and (except for any Detrimental Activity described in Section 9(d)(v)(B)) if the Participant upon Grantee shall not have ceased all Detrimental Activity within 30 days after notice of such finding shall be obligated togiven within one year after commencement of such Detrimental Activity, the Grantee shall: (a) Forfeit Return to the Corporation all Target Performance Shares, all rights to and interests in other Performance Shares that may be earned hereunder and all rights to and interests in payments related to Performance Shares that may be earned hereunder; (b) Return to the Company all Common Shares that the Participant Grantee has not disposed of that were acquired and an amount equal to all cash paid out pursuant to this Agreement since the date that is within a period of one (1) year prior to the date of the commencement of such Detrimental Activity; , and (cb) With respect to any Common Performance Shares so acquired that the Participant Grantee has disposed ofof that were paid out pursuant to this Agreement within a period of one year prior to the date of the commencement of such Detrimental Activity, pay to the Company Corporation in cash the aggregate Market Value per Share value of the Common such Performance Shares on the date of such acquisition. Performance Shares were paid out. (c) To the extent that such the amounts referred to in Section 9(a) and 9(b) above are not paid to the CompanyCorporation, the Company may, to the extent permitted by law, Corporation may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company Corporation or any a Subsidiary to the ParticipantGrantee, whether as wages wages, deferred compensation or vacation pay or in the form of any other benefit or for any other reason; provided, however, that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code. . (d) For purposes of this Agreement, the term “Detrimental Activity” shall include: (i) Engaging in any activity, as an employee, principal, agent, or consultant for another entity, and in a capacity, that directly competes with the Corporation or any Subsidiary in any actual product, service or business activity (or in any product, service or business activity which was under active development while the Grantee was employed by the Corporation if such development is being actively pursued by the Corporation during the one-year period first referred to in this Section 79) for which the Grantee has had any direct responsibility and direct involvement during the last two years of his or her employment with the Corporation or a Subsidiary, Common Shares shall be deemed in any territory in which the Corporation or a Subsidiary manufactures, sells, markets, services, or installs such product or service, or engages in such business activity. (ii) Soliciting any employee of the Corporation or a Subsidiary to be acquired pursuant terminate his or her employment with the Corporation or a Subsidiary. (iii) The disclosure to this Agreement at such time as they are issued anyone outside the Corporation or delivered a Subsidiary, or the use in other than the Corporation or a Subsidiary’s business, without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the Participant business of the Corporation and its Subsidiaries, acquired by the Grantee during his or her employment with the Corporation or its Subsidiaries or while acting as a consultant for the Corporation or its Subsidiaries thereafter. (iv) The failure or refusal to settle Performance Shares vested disclose promptly and earned to assign to the Corporation upon request all right, title and interest in any invention or deemed earned hereunderidea, patentable or not, made or conceived by the Grantee during employment by the Corporation and any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries. (v) Activity that results in Termination for Cause. For the purposes of this Section 9 and Section 6, “Termination for Cause” shall mean a termination: