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. 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.

Forfeiture/Clawback. Notwithstanding anything (a) For the avoidance of doubt, the RSUs and shares underlying the RSUs (including the Immediate Delivery Shares) will be subject to the contrary herein, if the Administrator determines forfeiture and clawback as provided in its sole discretion that the Participant has engaged in Detrimental Activity this Agreement. If (i) all outstanding RSUs (whether A) the Participant’s employment is terminated for Cause or not vested(B) shall immediately terminate the Participant’s employment terminates for any other reason and be forfeited without consideration upon prior to the later of (1) December 31, 2028 or (2) the date that is twelve (12) months following the date of such determination and no further Shares Termination, the Company reasonably determines that the Participant’s employment could have been terminated for Cause or (ii) the Participant fails to comply in any material respects with respect of the Award shall be delivered any restrictive covenants applicable to the Participant or any successor thereto (which covenants, for this purpose, shall be treated as continuing to apply through the Participant’s legal representativelater of December 31, beneficiaries or heirs, 2028 and eighteen (ii18) 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 months after the date of such determination by Termination for the Administrator shall also immediately terminate non-compete covenants, and be forfeited without consideration and twenty-four (iii24) the Administrator may require that the Participant forfeit any proceeds realized within the one (1) year period preceding months after the date of such determination on Termination for the disposition of any Shares received in settlement of the Awardnon-solicitation and other covenants), and repay such proceeds to the Company failure, if curable, is not cured within thirty (30) days following receipt of written notice by the Participant from 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 forfeit the RSUs and any RSU Shares that have not yet been issued to the Participant, and the Participant will have an obligation to return the RSU Shares that have previously been delivered (or repay the then equivalent gross value thereof) to the Company upon a written request therefor. (b) If the RSUs are forfeited for any reason, the Participant will have an amount equal obligation to repay the gross value of the Immediate Delivery Shares, as of the date of grant, to the difference between Company upon written demand from the amount Company, and if the Participant did receive over fails to repay such amount, the amount the amount Company shall be entitled to deduct from any other compensation payable to the Participant should have received under (including, but not limited to, base salary, dividend equivalent amounts, and distributions in respect of any points of carried interest, as applicable) any sums necessary to repay the terms gross value of this Award Agreement within thirty (30) days following the Immediate Delivery Shares to the Company’s demand therefor. Without limiting . (c) If the foregoingforfeiture and clawback provisions in this Section 6 are rendered void and/or unenforceable in any respect due to a change in the applicable law governing the enforcement of the non-compete restriction contemplated by this Agreement, the Award Company reserves the right to amend such terms in good faith to reflect the spirit of the arrangement and all Shares issued in respect thereof shall be subject to reductionoriginal intent of the parties, 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 timetaking into account any limitations under any tax rules.

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. It is a condition of being granted the RSUs xxxxxxxxx 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.