Common use of Forfeiture and Disgorgement Upon Competition Clause in Contracts

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall immediately cease to vest and all Performance Shares that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such violation for the Fair Market Value of such Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shares of Restricted Stock shall immediately cease to vest and all Performance Shares shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a2(b) above, as of the date of such violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Restricted Stock acquired by the Participant pursuant to this Agreement that vested within the last twelve (12) months and that the Participant still owns on the date of such violation for the Fair Market Value of such Common Restricted Stock on the date of sale to the Company; (iviii) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Restricted Stock acquired pursuant to this AgreementAgreement and which vested within the last twelve (12) months; and (viv) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall RSUs will immediately cease to vest vest, and all Performance Shares RSUs that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such the violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares RSUs that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s 's behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall will immediately cease to vest vest, and all Performance Shares that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such violation the violation, shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall will be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ ' fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that, from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company: (i) Non-Competition

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b8(b) or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 8 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall Stock Option will immediately cease to vest and all Performance Shares any portion of the Stock Option that have has not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Stock acquired by the Participant pursuant to this Agreement the exercise of any portion of the Stock Option that vested within the last twelve (12) months and that the Participant still owns on the date of such violation for the lesser of (a) the exercise price paid by the Participant for such Shares or (b) the Fair Market Value of such Common Stock Shares on the date of sale to the Company; (iviii) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Stock any Shares acquired pursuant to this Agreementthe exercise of the Stock Option and which vested within the last twelve (12) months; and (viv) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 48, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (Ai) the Participant violates the provisions of Paragraph 4(b8(b) or the provisions of any restrictive covenants confidentiality, non-competition, non-solicitation and/or non- recruitment agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, Participant or anyone acting on the Participant’s behalf, behalf brings a claim against the Company seeking to declare any term of this Paragraph 4 8 void or unenforceable or the provisions of any other restrictive covenants confidentiality, non-competition, non-solicitation and/or non-recruitment agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares Stock Option shall immediately cease to vest and all Performance Shares that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, shall no longer be exercisable as of the date of such violation shall be forfeited by the Participant to the Companyviolation; (ii) any both the vested Performance Shares that have not been converted into shares and unvested portion of Common the unexercised Stock Option shall be immediately forfeitedforfeited and the Stock Option and this Agreement (other than the provisions of this Paragraph 8) will be terminated on the date of such violation; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Stock Shares acquired by the Participant within the 180-day period preceding the date of such violation pursuant to this Agreement and the exercise of the Stock Option that the Participant are still owns owned on the date of such violation for the lesser of (a) the exercise price paid by the Participant for such Shares or (b) the Fair Market Value of such Common Stock Shares on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Stock the Shares acquired pursuant to this Agreementthe exercise of the Stock Option and sold within the 180-day period preceding the date of the violation and the one-year period following such date; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 48, in addition to any other legal remedies. The provisions of this Paragraph 4 8 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following the his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s 's behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall shares of Restricted Stock will immediately cease to vest vest; and all Performance Shares shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a2(b) above, as of the date of such violation the violation, shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iviii) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (viv) the Company shall be entitled to payment by the Participant of its attorneys’ ' fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company: (i) Non-Competition

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s 's behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall RSUs will immediately cease to vest vest, and all Performance Shares RSUs that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such the violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares RSUs that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ ' fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company: (i) Non-Competition

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) or the provisions of any restrictive covenants confidentiality, non-competition, non-solicitation and/or non-recruitment agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, Participant or anyone acting on the Participant’s behalf, behalf brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants confidentiality, non-competition, non-solicitation and/or non-recruitment agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shares of Restricted Stock shall immediately cease to vest and all Performance Shares shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a2(b) above, as of the date of such violation violation, shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares this Agreement (other than the provisions of Common Stock shall this Paragraph 4) will be immediately forfeitedterminated on the date of such violation; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Restricted Stock acquired by the Participant pursuant to this Agreement that had previously vested in accordance with the vesting schedule reflected in Paragraph 2(b) above and that are still owned by the Participant still owns on the date of such violation for the lesser of (a) the price paid by the Participant for such Restricted Stock or (b) the Fair Market Value of such Common Restricted Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Restricted Stock acquired pursuant to this AgreementAgreement and sold within the 180-day period preceding the date of the violation and the one-year period following such date; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following the his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (Ai) the Participant violates the provisions of Paragraph 4(b8(b) or the provisions of any restrictive covenants confidentiality, non-competition, non-solicitation and/or non-recruitment agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, Participant or anyone acting on the Participant’s behalf, behalf brings a claim against the Company seeking to declare any term of this Paragraph 4 8 void or unenforceable or the provisions of any other restrictive covenants confidentiality, non-competition, non-solicitation and/or non-recruitment agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares Stock Option shall immediately cease to vest and all Performance Shares that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, shall no longer be exercisable as of the date of such violation shall be forfeited by the Participant to the Companyviolation; (ii) any both the vested Performance Shares that have not been converted into shares and unvested portion of Common the unexercised Stock Option shall be immediately forfeitedforfeited and the Stock Option and this Agreement (other than the provisions of this Paragraph 8) will be terminated on the date of such violation; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Stock Shares acquired by the Participant within the 180-day period preceding the date of such violation pursuant to this Agreement and the exercise of the Stock Option that the Participant are still owns owned on the date of such violation for the lesser of (a) the exercise price paid by the Participant for such Shares or (b) the Fair Market Value of such Common Stock Shares on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Stock the Shares acquired pursuant to this Agreementthe exercise of the Stock Option and sold within the 180-day period preceding the date of the violation and the one-year period following such date; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 48, in addition to any other legal remedies. The provisions of this Paragraph 4 8 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following the his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares RSUs shall immediately cease to vest and all Performance Shares RSUs that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such violation shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares RSUs that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such violation for the Fair Market Value of such Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following from the date of grant until the date one (1) year immediately following his or her termination of employment (for any reason): The Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall will immediately cease to vest vest, and all Performance Shares that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a) above, as of the date of such violation the violation, shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall will be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iv) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (v) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that, from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company:

Forfeiture and Disgorgement Upon Competition. (a) Notwithstanding any provisions in this Agreement to the contrary, in the event either (A) the Participant violates the provisions of Paragraph 4(b) below or the provisions of any restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant or (B) the Participant, or anyone acting on the Participant’s behalf, brings a claim against the Company seeking to declare any term of this Paragraph 4 void or unenforceable or the provisions of any other restrictive covenants agreement by and between the Company or its subsidiaries Subsidiaries and the Participant void or unenforceable, then: (i) the Performance Shares shall shares of Restricted Stock will immediately cease to vest vest; and all Performance Shares shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Paragraph 2(a2(b) above, as of the date of such violation the violation, shall be forfeited by the Participant to the Company; (ii) any vested Performance Shares that have not been converted into shares of Common Stock shall be immediately forfeited; (iii) the Participant will immediately sell to the Company one-third 1/3 of all shares of Common Stock acquired by the Participant pursuant to this Agreement and that the Participant still owns on the date of such the violation for the Fair Market Value of such the Common Stock on the date of sale to the Company; (iviii) the Participant will immediately pay to the Company one-third 1/3 of any gain that the Participant realized on the sale of shares of Common Stock acquired pursuant to this Agreement; and (viv) the Company shall be entitled to payment by the Participant of its attorneys’ fees and costs incurred in enforcing the provisions of this Paragraph 4, in addition to any other legal remedies. The provisions of this Paragraph 4 shall survive the termination or expiration of this Agreement. (b) By execution of this Agreement, the Participant, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, volunteer or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, agrees to the following that from the date Date of grant Grant until the date one (1) year immediately following his or her termination of employment (for any reason): The ), the Participant shall not, whether directly or indirectly, without the express prior written consent of the Company: