Common use of Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to PSUs Clause in Contracts

Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to PSUs. If, at any time, the Board or the Committee, as the case may be, in its sole discretion determines that any action or omission by the Grantee constituted (a) wrongdoing that contributed to any material misstatement in or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission or (b) intentional or gross misconduct, (c) a breach of a fiduciary duty to the Company or a Subsidiary, (d) fraud or (e) non-compliance with the Company’s Code of Conduct and Business Ethics, policies or procedures to the material detriment of the Company, then in each such case, commencing with the first year of the Company during which such action or omission occurred, the Grantee shall forfeit (without any payment therefor) up to 100% of any PSUs that have not been vested or settled and shall repay to the Company, upon notice to the Grantee by the Company, up to 100% of the Fair Market Value of the shares at the time such shares were delivered to the Grantee pursuant to the PSUs during and after such year. The Board or the Committee, as the case may be, shall determine in its sole discretion the date of occurrence of such action or omission, the percentage of the PSUs that shall be forfeited and the percentage of the Fair Market Value of the shares delivered pursuant to the PSUs that must be repaid to the Company.

Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to PSUs. If, at any time, the Board or the Committee, as the case may be, in its sole discretion determines that any action or omission by the Grantee constituted (a) wrongdoing that contributed to (i) any material misstatement in or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission or (ii) a statement, certification, cost report, claim for payment, or other filing made under Medicare or Medicaid that was false, fraudulent, or for an item or service not provided as claimed, (b) intentional or gross misconduct, (c) a breach of a fiduciary duty to the Company or a Subsidiary, (d) fraud or (e) non-compliance with the Company’s Code of Conduct and Business Ethics, policies or procedures to the material detriment of the Company, then in each such case, commencing with the first fiscal year of the Company during which such action or omission occurred, the Grantee shall forfeit (without any payment therefortherefore) up to 100% of any PSUs that have not been vested or settled and shall repay to the Company, upon notice to the Grantee by the Company, up to 100% of the Fair Market Value of the shares Shares at the time such shares Shares were delivered to the Grantee pursuant to the PSUs during and after such fiscal year. The Board or the Committee, as the case may be, shall determine in its sole discretion the date of occurrence of such action or omission, the percentage of the PSUs that shall be forfeited and the percentage of the Fair Market Value of the shares Shares delivered pursuant to the PSUs that must be repaid to the Company.

Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to PSUs. IfIn addition to the provisions set forth in Section 10(g) of the Plan, if, at any time, the Board or the Committee, as the case may be, in its sole discretion determines that any action or omission by the Grantee Participant constituted (a) wrongdoing that contributed to (i) any material misstatement in or omission from any report or statement filed by the Company with the U.S. Securities and Exchange Commission or (ii) a statement, certification, cost report, claim for payment, or other filing made under Medicare or Medicaid that was false, fraudulent, or for an item or service not provided as claimed, (b) intentional or gross misconduct, (c) a breach of a fiduciary duty to the Company or a Subsidiary, (d) fraud or (e) non-compliance with the Company’s Code of Conduct and Business Ethics, policies or procedures to the material detriment of the Company, then in each such case, commencing with the first fiscal year of the Company during which such action or omission occurred, the Grantee Participant shall forfeit (without any payment therefortherefore) up to 100% of any PSUs that have not been vested or settled and shall repay to the Company, upon notice to the Grantee Participant by the Company, up to 100% of the Fair Market Value of the shares Shares at the time such shares Shares were delivered to the Grantee Participant pursuant to the PSUs during and after such fiscal year. The Board or the Committee, as the case may be, shall determine in its sole discretion the date of occurrence of such action or omission, the percentage of the PSUs that shall be forfeited and the percentage of the Fair Market Value of the shares Shares delivered pursuant to the PSUs that must be repaid to the Company.