Common use of Forfeiture Clause in Contracts

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, the Grantee Optionee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, Optionee is in compliance with the Restrictive Covenants and all other agreements between the Grantee Optionee and the Company or any of its Affiliates. If the Company determines that the Grantee Optionee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable partyCompany, the Committee may cancel any unpaid Stock Unitsunexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any exercise, payment or delivery of Shares shares pursuant to the Stock Unitsthis Option, such exercise, payment or delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, Optionee breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any SharesShares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at of the time of the exchange), ) and (iii) the number of Shares received in connection with the rescinded deliveryexercise. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee Optionee under or by reason of the GranteeOptionee’s holding the Stock Unitsthis Option, any amounts to which the Company is entitled as a result of the GranteeOptionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the GranteeOptionee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the CompanyCompany or any of its Affiliates, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock UnitsBy accepting these Options, the Grantee shall certify on a form acceptable acknowledges and agrees that the Options have been granted as an incentive to the Committee Grantee to remain employed by the Company and the Subsidiaries, and to use his or her best efforts to enhance the value of the Company and the Subsidiaries over the long-term. Accordingly, notwithstanding anything contained in this Agreement to the contrary, if, (A) during the Grantee’s employment with the Company or any Subsidiary, (B) during any post-termination option exercise period, or (C) during the period ending one (1) year after the expiration of any post-termination option exercise period (the date such period expires, the “One-Year Date”), the Grantee, except with the prior written consent of the Committee, (i) directly or indirectly, owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for any entity which has operations that compete with any business of the Company and the Subsidiaries in which the Grantee iswas employed (in any capacity) in any jurisdiction in which such business is engaged, or in which any of the Company and the Subsidiaries have documented plans to become engaged of which the Grantee has knowledge at the time of the Grantee’s termination of employment (the “Business”), except where (x) the Grantee’s interest or association with such entity is unrelated to the Business, (y) such entity’s gross revenue from the Business is less than 10% of such entity’s total gross revenue, and at all times during and after Employment has been(z) the Grantee’s interest is directly or indirectly less than two percent (2%) of the Business; (ii) directly or indirectly, in compliance solicits for employment, employs or otherwise interferes with the Restrictive Covenants and all other agreements between the Grantee and relationship of the Company or any of its Affiliates. If Affiliates with any natural person throughout the Company determines that the Grantee world who is not, or at any time during was employed by or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and otherwise engaged to perform services for the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or Affiliates at any time during the Grantee’s employment with the Company or any Subsidiary (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after Employment has failedthe termination of the Grantee’s employment); or (iii) directly or indirectly, discloses or misuses any confidential information of the Company or any of its Affiliate (such activities to be collectively referred to as “Wrongful Conduct”), then all Options granted hereunder, to comply in any material respect with the terms extent they remain unexercised, shall automatically terminate and be canceled immediately as of the Restrictive Covenants date on which the Grantee first engaged in such Wrongful Conduct and, in such case and in the case of the Grantee’s termination for Cause, the Grantee shall pay to the Company in cash any Financial Gain the Grantee realized from exercising all or a portion of the Options granted hereunder within the period commencing six (6) months prior to the termination of the Grantee’s employment and ending on the One-Year Date (such period, the “Wrongful Conduct Period”). For purposes of this Section 4(c), “Financial Gain” shall equal, on each date of exercise during the Wrongful Conduct Period, the excess of (x) the greater of (I) the Fair Market Value on the date of exercise and (II) the Fair Market Value on the date of sale of the Exercise Shares, over (y) the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to the exercise (without reduction for any shares of Common Stock surrendered or attested to). By executing this Option Agreement, the Grantee hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4(c). This right of set-off is in addition to any other remedies the Company may have against the Grantee for the Grantee’s breach of this Agreement. The Grantee’s obligations under this Section 4(c) shall be cumulative (but not duplicative) of any similar obligations the Grantee has under this Agreement or pursuant to any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded deliverySubsidiary. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or of any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, the Grantee Optionee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, Optionee is in compliance with the Restrictive Covenants and all other agreements between the Grantee Optionee and the Company or any of its Affiliates. If the Company determines that the Grantee Optionee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable partyCompany, the Committee may cancel any unpaid Stock Unitsunexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, such exercise, payment or delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, Optionee breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any SharesShares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at of the time of the exchange), ) and (iii) the number of Shares received in connection with the rescinded deliveryexercise. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee Optionee under or by reason of the GranteeOptionee’s holding the Stock Unitsthis Option, any amounts to which the Company is entitled as a result of the GranteeOptionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the GranteeOptionee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the CompanyCompany or any of its Affiliates, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants Covenants, the Employment Agreement and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants Covenants, the Employment Agreement or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock vested Appreciation Units, the Grantee shall certify on a form acceptable to the Committee Administrator that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee Administrator may cancel any unpaid Stock Appreciation Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock vested Appreciation Units, such delivery payment may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company as applicable (i) the amount of any gain realized upon the sale of any SharesShares received upon payment of the Appreciation Units, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, offset against any Shares and any cash amounts due to the Grantee under or Grantee, including by reason of the Grantee’s holding interest in the Stock Appreciation Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Sharesany Shares or cash amount, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds withholds, or escrows Shares Shares, cash, or proceeds or uses those Shares Shares, cash, or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its AffiliatesEmployment Agreement. If the Company determines that the Grantee is not, or at materially breaches any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or Grantee’s other obligations under the applicable partyEmployment Agreement prior to the delivery of Shares pursuant to the Stock Units, the Committee may cancel any unpaid Stock Units, provided that, to the extent the violation is curable as determined in good faith by the Board, Grantee does not cure such material breach within 10 business days of the receipt of written notice from the Company of such breach (including the alleged details thereof). The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or Employment Agreement except that if the failure is curable, as determined in good faith by the Board, only if the Grantee breaches, or at any time during or after Employment has breached, any duty fails to cure such material breach in accordance with the Company or any of its Affiliatesprocedure set forth above. The Company shall notify the Grantee in writing of any such rescission within one year six months and 15 days after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation material breach of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s Employment Agreement and failure to cure such material breach of any duty to the Company or any of its Affiliatesas provided above; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery This paragraph sets forth the circumstances under which this Option will be forfeited. All shares not exercisable shall be forfeited upon the occurrence of Shares pursuant any of the following events (any of which is referred to the Stock Units, the Grantee shall certify on as a form acceptable “Forfeiture Event”): a. Optionee is Terminated for Cause; b. Optionee voluntarily terminates prior to the Committee that the Grantee is, and at all times during and after Employment has been, age 62; c. Optionee engages in compliance competition with the Restrictive Covenants and all other agreements between the Grantee and the Company or Company; or d. Optionee engages in any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remediesactions: (ai) During intentional misconduct in the six months after any delivery performance of Shares pursuant to the Stock Units, such delivery may be rescinded at the CompanyOptionee’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement job with the Company or any subsidiary; (ii) being openly critical in the media of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of subsidiary or its Affiliates. The Company shall notify the Grantee in writing directors, officers, or employees or those of any such rescission within one year subsidiary; (iii) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (iv) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (v) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (vi) after such delivery. Within ten days after receiving such a notice from ceasing employment with the Company, the Grantee shall remit inducing or deliver attempting to induce any employee of the Company (i) or any Subsidiary to leave the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time employ of the exchange), and Company or any subsidiary; (iiivii) the number of Shares received in connection after ceasing employment with the rescinded delivery.Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (bviii) The Company shall have the right inducing or attempting to offsetinduce any customer, against any Shares and any cash amounts due to the Grantee under supplier, lender, or by reason other business relation of the Grantee’s holding the Stock Units, Company or any amounts subsidiary to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement cease doing business with the Company or any subsidiary. Upon the occurrence of its Affiliates or a Forfeiture Event, those portions of this Option not exercisable at the Grantee’s breach time of a Forfeiture Event will be forfeited and may not be exercised. Notwithstanding any duty to the Company or other provision of this Option, any portion of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement Option exercisable (either in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute accordance with the Companynormal exercise dates set forth in paragraph 1 or pursuant to an acceleration of exercisability under paragraph 2) at the occurrence of a Forfeiture Event shall remain exercisable for seven days following the occurrence of a Forfeiture Event. Therefore, any exercisable portion of this Option that is not exercised within such seven day period will be forfeited and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Codemay not be exercised. The Grantee acknowledges and agrees that the calculation Committee or entire Board of damages from a breach Directors may waive any condition of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoffforfeiture described in this paragraph.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock UnitsUnits (vested and unvested). The Company shall also have the following (and only the following) additional remedies: (a) During If, during Employment or during the six months after any delivery of Shares or payment of cash pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates, such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any such rescission within one year after such deliverydelivery of Shares or payment of cash. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount number of any gain realized upon Shares received in connection with the sale of any Shares, rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any such Shares have been sold or exchanged, any consideration received upon the sale or exchange of any such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) the number of Shares received any cash paid in connection with the rescinded deliveryStock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, if applicable, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of SharesShares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code, if applicable. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, the Grantee Optionee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, Optionee is in compliance with the Restrictive Covenants and all other agreements between the Grantee Optionee and the Company or any of its Affiliates. If the Company determines that the Grantee Optionee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable partyCompany, the Committee may cancel any unpaid Stock Unitsunexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any exercise, payment or delivery of Shares shares pursuant to the Stock Unitsthis Option, such exercise, payment or delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, Optionee breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any SharesShares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at of the time of the exchange), ) and (iii) the number of Shares received in connection with the rescinded deliveryexercise. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee Optionee under or by reason of the GranteeOptionee’s holding the Stock Unitsthis Option, any amounts to which the Company is entitled as a result of the GranteeOptionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the GranteeOptionee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon If the Optionee violates the Standards of Conduct contained in sections 4.1 through 4.5 of the current Company Employee Handbook attached hereto as Exhibit 3 (the “Protective Policies”), any grant, exercise, payment, delivery of Shares or transfer made pursuant to this Agreement during the Stock Unitsperiod of the breach, or during the Grantee shall certify on a form acceptable two (2) year period prior to the Committee that the Grantee isbreach, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company Protective Policies shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliatesrescinded. The Company shall notify the Grantee Optionee in writing of any such rescission within one (1) year after of the date it acquires actual knowledge of such deliverybreach. Within ten (10) days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver pay to the Company (i) the amount of any gain realized upon or payment received as a result of the sale of any Sharesgrant, (ii) any consideration received upon the exchange of any Shares (exercise, payment, delivery or transfer pursuant to the extent that such consideration was not received Option. Such payment shall be made either in cash or by returning to the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) Company the number of Shares that the Optionee received in connection with the rescinded delivery. (b) grant, exercise, payment, delivery or transfer. The Company’s rights of rescission hereunder shall be in addition to any and all other remedies that may be available to the Company shall have at law or in equity in such event, including, without limitation, the right to offsetrequest any court of competent jurisdiction to issue a decree of specific performance or issue a temporary and permanent injunction, against without the necessity of the Company posting bond or furnishing other security and without proving special damages or irreparable injury, enjoining and restricting the breach, or threatened breach, of any Shares such covenant. Further and notwithstanding anything herein or in the Plan or in any cash amounts due other agreement to the Grantee under or by reason contrary, if the Optionee is an executive officer of the Grantee’s holding Company, in the Stock Unitsevent of any accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws, any amounts grant, exercise, payment, delivery or transfer made pursuant to this Agreement during the three year period preceding the date on which the Company is entitled required to prepare an accounting restatement, or as a result may otherwise be mandated or modified under regulations promulgated pursuant to the Xxxx-Xxxxx Xxxx Street and Consumer Protection Act of 2010, shall be rescinded and subject to clawback. Further, without limiting the Grantee’s violation of the terms of the Restrictive Covenants foregoing, any grant, exercise, payment, delivery or of transfer made pursuant to this Agreement which is subject to recovery under any other agreement with the law, government regulation, stock exchange listing requirement or Company policy will be subject to such clawbacks or any of its Affiliates deductions as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoffpolicy.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During Upon any Forfeiture Cessation (as defined below) of Grantee’s employment (the six months after “Termination Date”) before the Forfeiture Restrictions lapse with respect to any delivery of the Restricted Shares pursuant in accordance with Section 3, all of the Restricted Shares that are then subject to the Stock UnitsForfeiture Restrictions (the “Unvested Restricted Shares”) shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The “Forfeiture Cessation” of Grantee’s employment with the Company is any cessation or termination of Grantee’s employment under the Employment Agreement other than a Vesting Cessation; and a “Vesting Cessation” is the cessation or termination of Grantee’s employment under the Employment Agreement (i) by the Company as a termination without Cause or because of Grantee’s Disability, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with each case as defined in and under the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breachesEmployment Agreement, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange because of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded deliveryExecutive’s death. (b) The Company shall have the right to offsetIn addition, against if Grantee breaches any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates Committee for this Agreement or the Grantee’s Plan, all of the Unvested Restricted Shares as of the date of such breach of any duty shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (c) Grantee, by his acceptance of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable Restricted Stock Award granted under this Agreement in violation of Section 409A of the CodeAgreement, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty irrevocably grants to the Company or a power of attorney to transfer any of its Affiliates would be difficult and all Unvested Restricted Shares that are forfeited and agrees to calculate accurately execute any documents requested by the Company in connection with such forfeiture and that the transfer. Grantee shall have no further right to offset or other remedy provided for herein is reasonable interest in any Unvested Restricted Shares that are so forfeited and not a penaltytransferred. The Grantee further agrees not to challenge Parties expressly agree that these provisions governing the reasonableness forfeiture and transfer of such provisions even where the Unvested Restricted Shares shall be specifically enforceable by the Company rescinds, delays, withholds in a court of equity or escrows Shares or proceeds or uses those Shares or proceeds as a setofflaw.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During If, during Employment or during the six months after any delivery of Shares or payment of cash pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates, such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any such rescission within one year after such deliverydelivery of Shares or payment of cash. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount number of any gain realized upon Shares received in connection with the sale of any Shares, rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any such Shares have been sold or exchanged, any consideration received upon the sale or exchange of any such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) the number of Shares received any cash paid in connection with the rescinded deliveryStock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of SharesShares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code, if applicable. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During On the six months after date of any delivery Cessation (as defined below) of Grantee’s continuous service as a member of the Board (the “Termination Date”) before the Forfeiture Restrictions lapse with respect to any of the Restricted Shares pursuant in accordance with Section 3, all of the Restricted Shares that are then subject to the Stock Units, such delivery may Forfeiture Restrictions (the “Unvested Restricted Shares”) shall then automatically be rescinded at the Company’s option if the forfeited by Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any of its Affiliatesother person or entity and without any further action by Grantee. The Company shall notify the Grantee in writing “Cessation” of any such rescission within one year after such delivery. Within ten days after receiving such Grantee’s continuous service as a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time member of the exchange)Board is any cessation of Grantee’s continuous service as a member of the Board, and for any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (iiiwithin the meaning of Section 22(e)(3) of the number Internal Revenue Code) as determined by the Committee, or as a result of Shares received in connection with not being nominated for or elected to a new term as a member of the rescinded deliveryBoard. (b) The Company shall have the right to offsetIn addition, against if Grantee breaches any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms and conditions of this Agreement or the Plan, or any rules, regulations, policies, and procedures of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates Committee for this Agreement or the Grantee’s Plan, all of the Unvested Restricted Shares as of the date of such breach of any duty shall then automatically be forfeited by Grantee and returned and delivered to the Company or without any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A obligation of the CodeCompany to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (c) In addition, and any offset if vesting does not occur in violation of accordance with Section 409A shall be null and void. Accordingly3, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account all of the Company’s choosing pending resolution of any dispute with the Company, Unvested Restricted Shares shall then automatically be forfeited by Grantee and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges returned and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (d) Grantee, by his acceptance of its Affiliates would be difficult the Restricted Stock Award granted under this Agreement, irrevocably grants to calculate accurately the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to offset or other remedy provided for herein is reasonable interest in any Unvested Restricted Shares that are so forfeited and not a penaltytransferred. The Grantee further agrees not to challenge Parties expressly agree that these provisions governing the reasonableness forfeiture and transfer of such provisions even where the Unvested Restricted Shares shall be specifically enforceable by the Company rescinds, delays, withholds in a court of equity or escrows Shares or proceeds or uses those Shares or proceeds as a setofflaw.

Forfeiture. Upon delivery of Shares pursuant to the Stock UnitsBy accepting these Options, the Grantee shall certify on a form acceptable acknowledges and agrees that the Options have been granted as an incentive to the Committee Grantee to remain employed by the Company and the Subsidiaries, and to use his or her best efforts to enhance the value of the Company and the Subsidiaries over the long-term. Accordingly, notwithstanding anything contained in this Agreement to the contrary, if, (A) during the Grantee's employment with the Company or any Subsidiary, (B) during any post-termination option exercise period, or (C) during the period ending one (1) year after the expiration of any post-termination option exercise period (the date such period expires, the "One-Year Date"), the Grantee, except with the prior written consent of the Committee, (i) directly or indirectly, owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for any entity which has operations that compete with any business of the Company and the Subsidiaries in which the Grantee iswas employed (in any capacity) in any jurisdiction in which such business is engaged, or in which any of the Company and the Subsidiaries have documented plans to become engaged of which the Grantee has knowledge at the time of the Grantee's termination of employment (the "Business"), except where (x) the Grantee's interest or association with such entity is unrelated to the Business, (y) such entity's gross revenue from the Business is less than 10% of such entity's total gross revenue, and at all times during and after Employment has been(z) the Grantee's interest is directly or indirectly less than two percent (2%) of the Business; (ii) directly or indirectly, in compliance solicits for employment, employs or otherwise interferes with the Restrictive Covenants and all other agreements between the Grantee and relationship of the Company or any of its Affiliates. If Affiliates with any natural person throughout the Company determines that the Grantee world who is not, or at any time during was employed by or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and otherwise engaged to perform services for the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or Affiliates at any time during the Grantee's employment with the Company or any Subsidiary (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after Employment has failedthe termination of the Grantee's employment); or (iii) directly or indirectly, discloses or misuses any confidential information of the Company or any of its Affiliate (such activities to be collectively referred to as "Wrongful Conduct"), then all Options granted hereunder, to comply the extent they remain unexercised, shall automatically terminate and be canceled immediately upon the date on which the Grantee first engaged in any material respect with such Wrongful Conduct and, in such case and in the terms case of the Restrictive Covenants Grantee's termination for Cause, the Grantee shall pay to the Company in cash any Financial Gain the Grantee realized from exercising all or a portion of the Options granted hereunder within the period commencing six (6) months prior to the termination of the Grantee's employment and ending on the One-Year Date (such period, the "Wrongful Conduct Period"). For purposes of this Section 4(c), "Financial Gain" shall equal, on each date of exercise during the Wrongful Conduct Period, the excess of (x) the greater of (I) the Fair Market Value on the date of exercise and (II) the Fair Market Value on the date of sale of the Exercise Shares, over (y) the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to the exercise (without reduction for any shares of Common Stock surrendered or attested to). By executing this Option Agreement, the Grantee hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4(c). This right of set-off is in addition to any other remedies the Company may have against the Grantee for the Grantee's breach of this Agreement. The Grantee's obligations under this Section 4(c) shall be cumulative (but not duplicative) of any similar obligations the Grantee has under this Agreement or pursuant to any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded deliverySubsidiary. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, the Grantee Optionee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, Optionee is in compliance with the Restrictive Covenants and all other agreements between the Grantee Optionee and the Company or any of its AffiliatesCompany. If the Company determines that the Grantee Optionee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its AffiliatesCovenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable partyCompany, the Committee may cancel any unpaid Stock Unitsunexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any exercise, payment or delivery of Shares shares pursuant to the Stock Unitsthis Option, such exercise, payment or delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, Optionee breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any SharesShares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at of the time of the exchange), ) and (iii) the number of Shares received in connection with the rescinded deliveryexercise. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee Optionee under or by reason of the GranteeOptionee’s holding the Stock Unitsthis Option, any amounts to which the Company is entitled as a result of the GranteeOptionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the GranteeOptionee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the CompanyCompany or any of its Affiliates, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant (a) Forfeiture if the Grantee Engages in Certain Activities. If at any time the Grantee engages in any activity adverse, contrary or harmful to the Stock Unitsinterests of the Company, including, but not limited to: (i) conduct related to the Grantee’s employment for which either criminal or civil penalties against the Grantee shall certify on a form acceptable to the Committee that the Grantee ismay be sought, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and (ii) while employed by the Company or any of its Affiliates. If the Company determines Subsidiary or Affiliate, serving as a consultant, advisor or in any other capacity to an entity that the Grantee is notis, or at any time during or after Employment has not beenproposes to be, in compliance competition with one or more acting against the interests of the Restrictive Covenants Company, (iii) employing or recruiting any present, former or future employee of the Company, whether individually or on behalf of another person or entity, that is, or proposes to be, in competition with or acting against the provisions interests of the Company, (iv) disclosing or misusing any agreement between confidential information or material concerning the Grantee and the Company Company, or any of its Affiliates, and such non-compliance has not been authorized in advance (v) participating in a specific written waiver from hostile takeover attempt, then (1) the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company unvested Restricted Shares shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty forfeited to the Company or any effective as of its Affiliates. The Company shall notify the date on which the Grantee in writing entered into such activity, unless terminated sooner by operation of any such rescission within one year after such delivery. Within ten days after receiving such a notice from another term or condition of this Award Agreement or the Plan, or (2) if elected by the Company, the Grantee shall remit or deliver immediately pay to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time Fair Market Value of the exchange), and (iii) the number of Shares received in connection with the rescinded deliveryunvested Restricted Shares. (b) The Right of Set-off. If the Grantee owes the Company shall have any amount by virtue of Section 7(a) above, then the right Company (or any Subsidiary or Affiliate) may recover such amount by setting it off from any amounts the Company (or any Subsidiary or Affiliate) owes or may owe the Grantee from time to offset, against any time. By accepting these Restricted Shares and signing this Award Agreement, the Grantee consents to a deduction of any cash amount the Grantee may owe the Company by virtue of Section 7(a) above from any amounts due the Company (or any Subsidiary or Affiliate) owes or may owe the Grantee from time to time (including amounts owed to the Grantee under as wages or by reason of other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to the Grantee’s holding the Stock Units, any amounts to which ). Whether or not the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants elects to make any set off in whole or of any other agreement with in part, if the Company or any does not recover by means of its Affiliates or set off the Grantee’s breach of any duty to full amount the Company or any of its Affiliates; providedGrantee owes it, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordinglycalculated as set forth above, the Grantee acknowledges that (i) agrees to pay immediately the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of unpaid balance to the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants Covenants, the Employment Agreement and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants Covenants, the Employment Agreement or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or the GranteeXxxxxxx’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants Covenants, the Employment Agreement or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery (a) On the date of any Cessation (as defined below) of Grantee’s employment (the “Termination Date”) before the Forfeiture Restrictions lapse with respect to any of the Restricted Shares pursuant in accordance with Section 3, all of the Restricted Shares that are then subject to the Stock Units, Forfeiture Restrictions (the “Unvested Restricted Shares”) shall then automatically be forfeited by Grantee shall certify on a form acceptable and returned and delivered to the Committee that Company without any obligation of the Company to pay any amount to Grantee is, or to any other person or entity and at all times during and after Employment has been, in compliance without any further action by Grantee. The “Cessation” of Grantee’s employment with the Restrictive Covenants Company is any cessation of Grantee’s full-time employment with the Company and all other agreements its Subsidiaries for any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, except for any (i) transfer of employment between the Grantee and or among the Company or any of its Affiliates. If the Company determines that the Grantee is notSubsidiaries, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon sick leave, military leave, or any other temporary personal leave of absence authorized by the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded deliveryCompany. (b) The Company shall have the right to offsetIn addition, against if Grantee breaches any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms and conditions of this Agreement or the Plan, or any rules and regulations of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates Committee for this Agreement or the Grantee’s Plan, all of the Unvested Restricted Shares as of the date of such breach of any duty shall then automatically be forfeited by Grantee and returned and delivered to the Company or without any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A obligation of the CodeCompany to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (c) In addition, and any offset if [all of] the performance goal[s] set forth in violation of Section 409A shall be null and void. Accordingly3 [is/are] not satisfied by ___[Designate or describe time, the Grantee acknowledges that (i) the Company may withhold delivery of Sharesevent, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account condition for performance]___, all of the Company’s choosing pending resolution of any dispute with the Company, Unvested Restricted Shares shall then automatically be forfeited by Grantee and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges returned and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (d) Grantee, by his acceptance of its Affiliates would be difficult the Restricted Stock Award granted under this Agreement, irrevocably grants to calculate accurately the Company a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to offset or other remedy provided for herein is reasonable interest in any Unvested Restricted Shares that are so forfeited and not a penaltytransferred. The Grantee further agrees not to challenge Parties expressly agree that these provisions governing the reasonableness forfeiture and transfer of such provisions even where the Unvested Restricted Shares shall be specifically enforceable by the Company rescinds, delays, withholds in a court of equity or escrows Shares or proceeds or uses those Shares or proceeds as a setofflaw.

Forfeiture. Upon exercise, payment or delivery of Shares pursuant to the Stock Unitsthis Option, the Grantee Optionee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, Optionee is in compliance with the Restrictive Covenants and all other agreements between the Grantee Optionee and the Company or any of its Affiliates. If the Company determines that the Grantee Optionee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable partyCompany, the Committee may cancel any unpaid Stock Unitsunexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any exercise, payment or delivery of Shares shares pursuant to the Stock Unitsthis Option, such exercise, payment or delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, Optionee fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, Optionee breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee Optionee in writing of any such rescission within one year after such exercise, payment or delivery. Within ten days after receiving such a notice from the Company, the Grantee Optionee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any SharesShares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at of the time of the exchange), ) and (iii) the number of Shares received in connection with the rescinded delivery.exercise. 2010 Form US — X. Xxxxx (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee Optionee under or by reason of the GranteeOptionee’s holding the Stock Unitsthis Option, any amounts to which the Company is entitled as a result of the GranteeOptionee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the GranteeOptionee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the CompanyCompany or any of its Affiliates, and (iii) the Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During If the six months after whole or any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms part of the Restrictive Covenants Rent (or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within sum reserved as rent) remains unpaid twenty-one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit becoming due (whether demanded or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchangenot), and (iii) the number of Shares received in connection with the rescinded delivery.; or (b) If any of the Tenant's agreements in this agreement are not performed or observed; or (c) If the Tenant (or any of those comprising the Tenant who is an individual) proposes or enters into any composition or arrangement with his creditors generally or any class of his creditors; or is the subject of any judgment or order which is not complied with within seven days or is the subject of any execution or distress levied on the Holding; or is the subject of an application or order or appointment under sections 253, 273 or 286 of the Insolvency Act 1986; or is unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of section 268 of the Insolvency Act 1986; or (d) If the Tenant (being a company) is the subject of a petition presented or an order made or a resolution passed for appointing an administrator or winding up such company; or a receiver or administrative receiver is appointed of the whole or any part of the undertaking, property, assets or revenue of the company; or agrees to declare a moratorium or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or ceases or threatens to cease to carry on its business The Company Landlord may without prejudice to any other rights he may have at any time (and notwithstanding the waiver of any previous rights of re-entry) re-enter the Holding or any part of it whereupon the Tenancy shall have end‌ It is further agreed between the right to offset, against any Shares and any cash amounts parties that demand for or acceptance of rent or other payment due to the Grantee under or by reason of Landlord from the Grantee’s holding the Stock Units, any amounts to which the Company is entitled Tenant shall not operate as a result of the Grantee’s violation of the terms of the Restrictive Covenants or waiver of any breach committed by the Tenant irrespective of when the rent or other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty payment became due to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer Landlord 8 FURTHER MUTUAL AGREEMENTS‌ The Landlord and the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.Tenant agree:

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During If, during Employment or during the six months after any delivery of Shares or payment of cash pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates, such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any such rescission within one year after such deliverydelivery of Shares or payment of cash. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount number of any gain realized upon Shares received in connection with the sale of any Shares, rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any such Shares have been sold or exchanged, any consideration received upon the sale or exchange of any such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) the number of Shares received any cash paid in connection with the rescinded deliveryStock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of SharesShares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During If during the six months after any delivery of Shares or payment of cash pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates, such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount number of any gain realized upon Shares received in connection with the sale of any Shares, rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any such Shares have been sold or exchanged, any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) the number of Shares received any cash paid in connection with the rescinded deliveryStock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of SharesShares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. 2010 Form US — X. Xxxxx The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, fails to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or if the Grantee breaches, or at any time during or after Employment has breached, breaches any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. May 2010 Form US — Tier II EO The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the The Grantee shall certify on a form acceptable forfeit all of the Restricted Stock Units and any right under this Agreement to receive Common Stock upon the Committee that occurrence any of the Grantee is, and at all times during and after Employment has been, in compliance following events before the expiration of the Period of Restriction: · Termination of employment with the Restrictive Covenants and all other agreements between Company or its subsidiaries for any reason. Notwithstanding the Grantee and foregoing, no forfeiture shall occur if termination of employment with the Company is due to death, Disability (as defined under the then established rules of the Company or any of its Affiliatessubsidiaries, as the case may be) or is pursuant to either Section 5(a) or (b) of Grantee’s Special Severance Agreement dated _______________ but without regard to the thirty-six (36) month period specified in Section 5(a) or 5(b) of such Special Severance Agreement. · Any attempt to sell, transfer, pledge, or assign the Restricted Stock Units or the right to receive the Common Stock issuable under the Restricted Stock Units in violation of this Agreement. If the Company determines that Grantee’s employment is involuntary terminated under conditions in which the Grantee is notqualifies for, elects to accept an employer severance benefit, if offered, and execute an agreement to release the Company in full against any and all claims as required by the arrangement or at any time during plan providing the employer severance benefit or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between if the Grantee and retires (as defined under the then established rules of the Company or any of its Affiliatessubsidiaries, and such non-compliance has not been authorized in advance in a specific written waiver from as the Company or the applicable partycase may be), the Committee may cancel Restricted Stock Units in this Agreement will not be adjusted for performance in accordance with the provisions under the caption “Performance Adjusted Restricted Stock Units” above and will be forfeited and payable as follows, subject to Section 3.8 of the Plan: · If the Grantee’s employment terminates prior to a full year after the Date of Grant, all Restricted Stock Units and any unpaid Restricted Stock Units earned as Dividend Equivalents will be forfeited. · If the Grantee’s employment terminates a full year or more after the Date of Grant, the Grantee will be entitled to a prorated number Restricted Stock Units. The Company shall also have prorated number of Restricted Stock Units will be determined by multiplying the following (and only number of shares initially awarded by the following) additional remedies: (a) During number of full months served after the date of grant, divided by thirty-six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliatesmonths. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the CompanyAdditionally, the Grantee shall remit or deliver will be entitled to the Company (i) the amount of any gain realized upon the sale of any Sharesall Restricted Stock Units earned as Dividend Equivalents on this Award, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time as of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Codetermination. The Grantee acknowledges and agrees that remaining portion of Restricted Stock Units initially granted will be forfeited. The prorated portion will be issued as soon as practicable after the calculation of damages from a breach termination, subject to satisfying the applicable tax withholding requirements. Upon the occurrence of any of the Restrictive Covenants or above before the expiration of any other agreement with the Company or any Period of its Affiliates or of any duty Restriction, the Restricted Stock Units shall be forfeited by the Grantee to the Company or any of its Affiliates would be difficult to calculate accurately and that the Grantee’s interest in the Restricted Stock Units and the Common Stock issuable under the Restricted Stock Units, including the right to offset or other remedy provided for herein receive Dividend Equivalents (as defined below) shall terminate immediately in accordance with the foregoing, unless such forfeiture is reasonable and not a penalty. The Grantee further agrees not to challenge waived in the reasonableness sole discretion of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoffCommittee.