Common use of Forfeiture; Recoupment Clause in Contracts

Forfeiture; Recoupment. a. Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated), or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement of the RSUs (if any) within the 12-month period immediately preceding such termination or determination, as applicable; provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement of the RSUs or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 15, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant of the RSUs that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUs, or otherwise. c. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee agrees and acknowledges that the RSUs granted under this Agreement (including the underlying Shares) and all other forms of compensation shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates, in each case, as amended from time to time and to the extent set forth in each applicable policy. To the extent that the Grantee is subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided by the Company either in connection with the execution of the Agreement or prior the Grantee’s execution of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreement.

Forfeiture; Recoupment. a. (a) Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated), or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement exercise of the RSUs Option (if any) within the 12-month period immediately preceding such termination or determination, as applicable, net of the aggregate exercise price paid by the Grantee in cash upon exercise of such Option (if any); provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement exercise of the RSUs Option or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. (b) The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 1513, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant issuance of the RSUs Option that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUsOption, or otherwise. c. (c) Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted Option awarded under this Agreement, the Grantee agrees and acknowledges that the RSUs granted Option awarded under this Agreement (including the underlying Shares) and all other forms of compensation shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates, in each case, as amended from time to time and to the extent set forth in each applicable policy. To the extent that the Grantee is subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided by the Company either in connection with the execution of the Agreement or prior the Grantee’s execution of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted Option awarded under this Agreement.

Forfeiture; Recoupment. a. Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) after the termination of Grantee’s employment with the Employer, the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could would reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated)hereunder, or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement of the RSUs PSUs (if any) within the 12-month period immediately preceding such termination or determination, as applicable; provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement of the RSUs PSUs or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 15, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant of the RSUs PSUs that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUsPSUs, or otherwise. c. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee Xxxxxxx agrees and acknowledges that the RSUs PSUs granted under this Agreement (including and the underlying Shares) and all other forms of compensation Shares shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates. Notwithstanding the foregoing, in each caseto the extent applicable to the Grantee, the Grantee agrees that incentive compensation, as amended defined under of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time and (“Xxxx-Xxxxx”), payable to the extent set forth in each applicable policy. To the extent that the Grantee is under this Agreement shall be subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided adopted or implemented by the Company either in connection with the execution respect of the Agreement Xxxx-Xxxxx, or prior the Grantee’s execution in respect of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability any other applicable law or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreementregulation.

Forfeiture; Recoupment. a. Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) after the termination of Grantee’s employment with the Employer, the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could would reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated)hereunder, or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement of the RSUs (if any) within the 12-month period immediately preceding such termination or determination, as applicable; provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement of the RSUs or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 15, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant of the RSUs that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUs, or otherwise. c. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee Xxxxxxx agrees and acknowledges that the RSUs granted under this Agreement (including and the underlying Shares) and all other forms of compensation Shares shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates. Notwithstanding the foregoing, in each caseto the extent applicable to the Grantee, the Grantee agrees that incentive compensation, as amended defined under of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time and (“Xxxx-Xxxxx”), payable to the extent set forth in each applicable policy. To the extent that the Grantee is under this Agreement shall be subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided adopted or implemented by the Company either in connection with the execution respect of the Agreement Xxxx-Xxxxx, or prior the Grantee’s execution in respect of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability any other applicable law or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreementregulation.

Forfeiture; Recoupment. a. Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated), or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement of the RSUs PSUs (if any) within the 12-month period immediately preceding such termination or determination, as applicable; provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement of the RSUs PSUs or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 15, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant of the RSUs PSUs that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUsPSUs, or otherwise. c. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs PSUs granted under this Agreement, the Grantee agrees and acknowledges that the RSUs PSUs granted under this Agreement (including the underlying Shares) and all other forms of compensation shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates, in each case, as amended from time to time and to the extent set forth in each applicable policy. To the extent that the Grantee is subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided by the Company either in connection with the execution of the Agreement or prior the Grantee’s execution of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs PSUs granted under this Agreement.

Forfeiture; Recoupment. a. Notwithstanding anything herein The Committee may reserve the right in an Award Agreement to cause a forfeiture of the contrarygain realized by a Grantee with respect to an Award thereunder on account of actions taken by, if or failed to be taken by, such Grantee in violation or breach of or in conflict with any (i) employment agreement, (ii) non-competition agreement, (iii) agreement prohibiting solicitation of employees or clients of the Company or an Affiliate, (iv) confidentiality obligation with respect to the Company or an Affiliate, (v) Company or Affiliate policy or procedure, (vi) other agreement, or (vii) other obligation of such Grantee to the Company or an Affiliate, as and to the extent specified in such Award Agreement. Furthermore, if the Grantee of an outstanding Award is an employee of the Company or an Affiliate thereof and such Grantee's Service is terminated for Cause, or (ii) the Committee (or its designee) determines that may annul such Grantee's outstanding Award as of the date of the Grantee's termination of Service for Cause. Any Award granted pursuant to the Plan is subject to mandatory repayment by the Grantee has to the Company (x) engaged to the extent set forth in conduct which could reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated), Plan or an Award Agreement or (y) breached any restrictive covenant by which to the extent the Grantee is, or in the future becomes, subject to (1) any Company or Affiliate "clawback" or recoupment policy that is bound adopted to comply with the requirements of any Applicable Laws or (whether 2) any Applicable Laws which impose mandatory recoupment, under this Agreement or otherwise)circumstances set forth in such Applicable Laws. Furthermore, then in each case, if the Company shall have is required to prepare an accounting restatement due to the right to recoup from the Grantee, and the Grantee shall repay to material noncompliance of the Company, within thirty as a result of misconduct, with any financial reporting requirement under Applicable Laws, the natural Persons subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and any Grantee who knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve (3012)-month period following the first public issuance or filing (whichever first occurred) days following demand by with the CompanyUnited States Securities and Exchange Commission of the financial document that contained such material noncompliance. Notwithstanding any other provision of this Plan or any provision of any Award Agreement, if the Company is required to prepare an accounting restatement, then a payment Grantee shall forfeit any cash or Stock received in connection with an Award (or an amount equal to the Fair Market Value of such Stock on the aggregate Shares received upon settlement date of delivery if the Grantee no longer holds the shares of Stock) if, pursuant to the terms of the RSUs (if any) within the 12-month period immediately preceding Award Agreement for such termination or determination, as applicable; provided, thatAward, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement amount of the RSUs Award earned or any other Shares, or making a cash payment or any combination the vesting in the Award was explicitly based on the achievement of these methods, as determined by the Company in its sole discretion. b. The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions pre-established performance goals set forth in this Paragraph 15, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant of the RSUs that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUs, or otherwise. c. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee agrees and acknowledges that the RSUs granted under this Award Agreement (including the underlying Sharesearnings, gains, or other criteria) and all other forms of compensation shall be subject tothat are later determined, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees as a result of the Companyaccounting restatement, the Employer, and/or their respective affiliates, in each case, as amended from time not to time and to the extent set forth in each applicable policy. To the extent that the Grantee is subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided by the Company either in connection with the execution of the Agreement or prior the Grantee’s execution of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreementbeen achieved.

Forfeiture; Recoupment. a. Notwithstanding anything herein to (a) If, during the contrarytwelve-month period following the Participant’s Termination of Employment for any reason, if the Participant engages in a Competitive Activity (i) the Grantee is terminated for Causeas defined below), or (ii) the Committee (shall have the right, in its sole discretion, to cause the immediate forfeiture of all of the unexercised Options in their entirety, in which case the Participant shall have no further rights or its designee) determines that the Grantee has (x) engaged in conduct which could reasonably be expected interests with respect to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated)such Options, or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, and the Company shall also have the right to recoup from the GranteeParticipant, and the Grantee Participant shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement exercise of the RSUs Option (if any) within ), net of the 12-month period immediately preceding aggregate exercise price paid by the Participant in cash upon exercise of such termination or determination, as applicableOption (if any); provided, that, the Company may require the Grantee Participant to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement exercise of the RSUs Option or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. The Company and its Subsidiaries, in their sole discretion, shall have the right to set off (or cause to be set off) any amounts otherwise due to the Participant from the Company (or the applicable Subsidiary) in satisfaction of such repayment obligation, provided that any such amounts are exempt from, or set off in a manner intended to comply with, the requirements of any applicable law (including, without limitation, Section 409A of the Code). b. (b) The Grantee Participant hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 15Sections E and F, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee Participant also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant issuance of the RSUs Option that such Grantee Participant agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUsOption, or otherwise. c. (c) For purposes of this Agreement, the Participant will be deemed to engage in a “Competitive Activity” if, either directly or indirectly, without the express prior written consent of the Company, the Participant (i) takes other employment with, renders services to, or otherwise engages in any business activities with, companies or other entities that are competitors of the Company or any of its affiliates, (ii) solicits or induces, or in any manner attempts to solicit or induce, any person employed by or otherwise providing services to the Company or any of its affiliates, to terminate such person’s employment or service relationship, as the case may be, with the Company or any of its affiliates, (iii) diverts, or attempts to divert, any person or entity from doing business with the Company or any of its affiliates or induces, or attempts to induce, any such person or entity from ceasing to be a customer or other business partner of the Company or any of its affiliates, (iv) violates any agreement between the Participant and the Company or any of its affiliates relating to the non-disclosure of proprietary or confidential information of the Company or any of its affiliates, and/or (v) conducts himself or herself in a manner adversely affecting the Company or any of its affiliates, including, without limitation, making false, misleading or negative statements, either orally or in writing, about the Company or any of its affiliates. The determination as to whether the Participant has engaged in a Competitive Activity shall be made by the Committee in its sole discretion. (d) This Section F(6)(d) applies solely with respect to Participants who are members of the Company’s Executive Management Committee. Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee Participant agrees and acknowledges that the RSUs granted Options awarded under this Agreement (including and the underlying Shares) and all other forms of compensation shares shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates, in each case, as amended from time to time and to the extent set forth in each applicable policy. To the extent that the Grantee is subject to the terms and conditions of any the Company’s Incentive Compensation Recoupment Policy approved by the Board. Notwithstanding the foregoing, Participant agrees that incentive compensation, as defined under of the foregoing Company clawback policiesXxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time (“Xxxx-Xxxxx”), the Grantee payable to Participant under this Agreement shall have signed or shall sign each applicable be subject to any clawback policy acknowledgement provided adopted or implemented by the Company either in connection with the execution respect of the Agreement Xxxx-Xxxxx, or prior the Grantee’s execution in respect of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability any other applicable law or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreementregulation.

Forfeiture; Recoupment. a. (a) Notwithstanding anything herein to the contrary, if (i) the Grantee is terminated for Cause, or (ii) after the termination of Grantee’s employment with the Employer, the Committee (or its designee) determines that the Grantee has (x) engaged in conduct which could would reasonably be expected to constitute Cause hereunder (regardless of whether the Grantee’s employment with the Employer terminated)hereunder, or (y) breached any restrictive covenant by which the Grantee is bound (whether under this Agreement or otherwise), then in each case, the Company shall have the right to recoup from the Grantee, and the Grantee shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares received upon settlement exercise of the RSUs Option (if any) within the 12-month period immediately preceding such termination or determination, as applicable, net of the aggregate exercise price paid by the Grantee in cash upon exercise of such Option (if any); provided, that, the Company may require the Grantee to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares received upon settlement exercise of the RSUs Option or any other Shares, or making a cash payment or any combination of these methods, as determined by the Company in its sole discretion. b. (b) The Grantee hereby acknowledges and agrees that the forfeiture and recoupment conditions set forth in this Paragraph 1513, in view of the nature of the business in which the Company and its affiliates are engaged, are reasonable in scope and necessary in order to protect the legitimate business interests of the Company and its affiliates, and that any violation thereof would result in irreparable harm to the Company and its affiliates. The Grantee also acknowledges and agrees that (i) it is a material inducement and condition to the Company’s grant issuance of the RSUs Option that such Grantee agrees to be bound by such forfeiture and recoupment conditions and, further, that the amounts required to be forfeited or repaid to the Company pursuant to forfeiture and recoupment conditions set forth above are reasonable, and (ii) nothing in this Agreement or the Plan is intended to preclude the Company (or any affiliate thereof) from seeking any remedies available at law, in equity, under contract to the Company or otherwise, and the Company (or any affiliate thereof) shall have the right to seek any such remedy with respect to the RSUsOption, or otherwise. c. (c) Notwithstanding anything herein to the contrary, to the extent applicable to the Grantee, by accepting the RSUs granted under this Agreement, the Grantee agrees and acknowledges that the RSUs granted Options awarded under this Agreement (including and the underlying Shares) and all other forms of compensation Shares shall be subject to, and the Grantee agrees to abide by, the terms and conditions of (i) the Company’s Dxxx-Xxxxx Clawback Policy, (ii) the Company’s Supplemental Clawback Policy and (iii) any other clawback and/or recoupment policy adopted by the Company from time to time that applies to similarly situated employees of the Company, the Employer, and/or their respective affiliates. Notwithstanding the foregoing, in each caseto the extent applicable to the Grantee, the Grantee agrees that incentive compensation, as amended defined under of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time and (“Xxxx-Xxxxx”), payable to the extent set forth in each applicable policy. To the extent that the Grantee is under this Agreement shall be subject to the terms and conditions of any of the foregoing Company clawback policies, the Grantee shall have signed or shall sign each applicable clawback policy acknowledgement provided adopted or implemented by the Company either in connection with the execution respect of the Agreement Xxxx-Xxxxx, or prior the Grantee’s execution in respect of the Agreement; provided, that the Grantee’s failure to sign such acknowledgement shall have no impact on the applicability any other applicable law or enforceability of such Company clawback policy. Any failure of such Grantee to timely sign such acknowledgment in accordance with the Company’s procedures shall result in the immediate forfeiture and cancellation of the RSUs granted under this Agreementregulation.