Common use of Forfeiture/Clawback Clause in Contracts

Forfeiture/Clawback. Notwithstanding anything to the contrary herein, if the Administrator determines in its sole discretion that the Participant has engaged in Detrimental Activity (i) all outstanding RSUs (whether or not vested) shall immediately terminate and be forfeited without consideration upon the date of such determination and no further Shares with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs, (ii) to the extent permitted under applicable law, any Shares that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such determination by the Administrator shall also immediately terminate and be forfeited without consideration and (iii) the Administrator may require that the Participant forfeit any proceeds realized within the one (1) year period preceding the date of such determination on the disposition of any Shares received in settlement of the Award, and repay such proceeds to the Company within thirty (30) days following the Company’s demand therefor. Furthermore, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay to the Company an amount equal to the difference between the amount the Participant did receive over the amount the amount the Participant should have received under the terms of this Award Agreement within thirty (30) days following the Company’s demand therefor. Without limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law and/or the Company’s clawback and recoupment policies as in effect from time to time.

Forfeiture/Clawback. It is a condition of being granted the RSUs hereunder and receiving the underlying Shares upon satisfaction of the vesting conditions set forth herein that the Participant not engage in any Detrimental Activity. Notwithstanding anything to the contrary herein, if the Administrator determines in its sole discretion that the Participant has engaged in Detrimental Activity (i) all outstanding RSUs (whether or not vested) shall immediately terminate and be forfeited without consideration upon the date of such determination and no further Shares with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs, (ii) to the extent permitted under applicable law, any Shares that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such determination by the Administrator shall also immediately terminate and be forfeited without consideration and (iii) the Administrator may require that the Participant forfeit any proceeds realized within the one (1) year period preceding the date of such determination on the disposition of any Shares received in settlement of the Award, and repay such proceeds to the Company within thirty (30) days following the Company’s demand therefor. Furthermore, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay to the Company an amount equal to the difference between the amount the Participant did receive over the amount the amount the Participant should have received under the terms of this Award Agreement within thirty (30) days following the Company’s demand therefor. Without limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law and/or the Company’s clawback and recoupment policies as in effect from time to time.

Forfeiture/Clawback. It is a condition of being granted the PSUs hereunder and receiving the underlying Shares upon satisfaction of the vesting conditions set forth herein that the Participant not engage in any Detrimental Activity. Notwithstanding anything to the contrary herein, if the Administrator determines in its sole discretion that the Participant has engaged in Detrimental Activity (i) all outstanding RSUs PSUs (whether or not vested) shall immediately terminate and be forfeited without consideration upon the date of such determination and no further Shares with respect of the Award shall be delivered to the Participant or to the Participant’s legal representative, beneficiaries or heirs, (ii) to the extent permitted under applicable law, any Shares that have previously been delivered to the Participant or the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such determination by the Administrator shall also immediately terminate and be forfeited without consideration and (iii) the Administrator may require that the Participant forfeit any proceeds realized within the one (1) year period preceding the date of such determination on the disposition of any Shares received in settlement of the Award, and repay such proceeds to the Company within thirty (30) days following the Company’s demand therefor. Furthermore, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay to the Company an amount equal to the difference between the amount the Participant did receive over the amount the amount the Participant should have received under the terms of this Award Agreement within thirty (30) days following the Company’s demand therefor. Without limiting the foregoing, the Award and all Shares issued in respect thereof shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law and/or and/ or the Company’s clawback and recoupment policies as in effect from time to time.

Forfeiture/Clawback. Notwithstanding anything The Participant expressly acknowledges and agrees that any Company policy in effect from time to time with respect to the contrary hereinreduction, if cancellation, forfeiture or recoupment of rights, payments or benefits with respect to compensation shall be incorporated herein by reference and made a part of this Agreement. As an additional condition of receiving the Administrator determines in its sole discretion Base RSUs, the Participant expressly agrees that the Base RSUs and any proceeds or other benefits the Participant has engaged may receive hereunder (including without limitation any Dividend RSUs) shall be subject to forfeiture and/or repayment to the Company to the extent and in Detrimental Activity the manner required (i) all outstanding RSUs (whether or not vested) shall immediately terminate to comply with any requirements imposed under applicable law and/or the rules and be forfeited without consideration upon the date of such determination and no further Shares with respect regulations of the Award shall be delivered securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 10D of the Participant or to Securities Exchange Act of 1934, as amended, Rule 10D-1 thereunder, and Section 303A.14 of the Participant’s legal representative, beneficiaries or heirs, New York Stock Exchange Listed Company Manual and (ii) under the terms of any policy adopted by the Company as may be amended from time to time for reasons related to fraud, misconduct, wrongdoing, governance or similar considerations (and such requirements shall be deemed incorporated into this Agreement without the extent permitted under applicable law, any Shares that have previously been delivered to the Participant or consent of the Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the date of such determination by the Administrator shall also immediately terminate and be forfeited without consideration and (iii) the Administrator may require that the Participant forfeit any proceeds realized within the one (1) year period preceding the date of such determination on the disposition of any Shares received in settlement of the Award, and repay such proceeds to the Company within thirty (30) days following the Company’s demand therefor). FurthermoreFurther, if the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement the Base RSUs for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company an amount equal to the difference between the amount the Participant did receive over the amount the amount the Participant should have received under the terms Company. For purposes of this Award Agreement within thirty (30) days following the Company’s demand therefor. Without limiting the foregoing, the Award Participant expressly and all explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares issued in respect thereof shall be subject and other amounts acquired under the Plan to reductionre-convey, cancellation, forfeiture transfer or recoupment otherwise return such Shares and/or other amounts to the extent necessary to comply with applicable law and/or Company immediately. This Section 18 is not the Company’s clawback and recoupment policies as exclusive remedy with respect to the matters described in effect from time to timethis section.