Common use of Forfeitures Clause in Contracts

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Stock or Shares as a combination thereof pursuant to result of this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights Restricted Stock Units awarded under this Option or the acquisition of Shares or cash thereunderAgreement. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 3 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to the Restricted Stock Units awarded pursuant to this Option Agreement or to any proceeds in respect of this Optionsuch award.

Forfeitures. If you The Company, by action of the Committee, will have received or been entitled the right and option (the “Termination Right”) to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to terminate this Agreement within the period beginning six months Option prior to exercise, if the date of your Termination of Employment and ending twelve months following Committee determines that the date of your Termination of Employment, the Company, Optionee (i) has engaged in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable competition with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the date of your Termination of Employment; b. “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material proprietary non-public or confidential information of the Company or any Affiliate; c. of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable business ethics policies or business written policies of the Company or any Affiliateof its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or d. any other occurrence determined or (v) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause. The decision to exercise the Company’s Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised by the Committee. The Company’s right to require forfeiture must be exercised not later than Committee within 90 days after the Company acquires actual knowledge Committee’s discovery of such an activity, occurrence that entitles it to exercise its Termination Right (but in no event later than twelve 6 months after your Termination the Optionee’s termination of Employmentemployment with the Company or its Affiliates). Such right shall Termination Right will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to your the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, The Termination Right of the Company may exercise its rights under this Section 5 by preventing not be exercised on or terminating after the exercise occurrence of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this OptionEvent.

Forfeitures. If you The Company, by action of the Committee, will have received or been entitled the right and option (the "Termination Right") to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to terminate this Agreement within the period beginning six months Option prior to exercise, if the date of your Termination of Employment and ending twelve months following Committee determines that the date of your Termination of Employment, the Company, Optionee (i) has engaged in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable competition with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, its Affiliates during the term of the Optionee's employment with the Company or its Affiliates or within six months after the termination of such employment (the date of your Termination of Employment; b. "Applicable Period") that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material proprietary non-public or confidential information of the Company or any Affiliate; c. of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable business ethics policies or business written policies of the Company or any Affiliateof its Affiliates during the Applicable Period or any provision of a written employment agreement between Optionee and the Company or any of it Affiliates, (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any of its Affiliates during the Applicable Period; or d. any other occurrence determined or (v) the Optionee's employment with the Company was terminated for Cause. The decision to exercise the Company's Termination Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Termination Right may be exercised by the Committee. The Company’s right to require forfeiture must be exercised not later than Committee within 90 days after the Company acquires actual knowledge Committee's discovery of such an activity, occurrence that entitles it to exercise its Termination Right (but in no event later than twelve 6 months after your Termination the Optionee's termination of Employmentemployment with the Company or its Affiliates). Such right shall Termination Right will be deemed to be exercised effective immediately upon the Company’s 's mailing written notice of such exercise postage prepaid, addressed to your the Optionee at the Optionee's most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, The Termination Right of the Company may exercise its rights under this Section 5 by preventing not be exercised on or terminating after the exercise occurrence of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this OptionEvent.

Forfeitures. If you In the event the Optionee has exercised this Option following or within six months prior to his or her termination of employment with the Company and its Affiliates, the Company, by action of the Committee, will have received the right and option (the “Purchase Right”) to purchase from the Optionee or his or her legal representative a number of shares equal to the number of Shares which had been entitled to receive payment in cash, delivery of Common Stock purchased under this Option by the Optionee following or a combination thereof pursuant to this Agreement within the period beginning six months prior to the date Optionee’s termination of your Termination of Employment employment with the Company and ending twelve months following its Affiliates (the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option“Purchase Right Shares”), if the Optionee (i) has engaged in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, competition with the Company or any Affiliate, its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the date of your Termination of Employment; b. “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material proprietary non-public or confidential information of the Company or any Affiliate; c. of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable business ethics policies or business policies practices of the Company or any Affiliate; or d. of its Affiliates during the Applicable Period, or (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any other occurrence determined of its Affiliates during the Applicable Period. In addition, the Committee may terminate this Option prior to exercise by Optionee if it determines that the Optionee has engaged or intends to engage in the activities described in (i)-(iv) above. The decision to exercise the Company’s Purchase Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Purchase Right also will cover any shares received from adjustments which pertained to the Purchase Right Shares and which were made as a result of any of the types of transactions referred to in Section 11, and such shares will also constitute Purchase Right Shares. Such Purchase Right may be exercised by the Committee. The Company’s right to require forfeiture must be exercised not later than Committee within 90 days after the Company acquires actual knowledge Committee’s discovery of such an activity, occurrence that entitles it to exercise its Purchase Right (but in no event later than twelve 15 months after your Termination the Optionee’s termination of Employmentemployment with the Company and its Affiliates) for a purchase price equal to the total amount paid by the Optionee for the Purchase Right Shares. Such right shall Purchase Right will be deemed to be exercised upon the Company’s mailing written notice of such exercise postage prepaid, addressed to your the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, The Optionee agrees on the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 Optionee’s behalf and on behalf of the Plan)Optionee’s Successor, you shall be liable as the case may be, to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award deliver to the Company, together with all costs and attorneys’ fees incurred by on the date specified in such notice, which will not be less than ten nor more than thirty days after such notice, a certificate or certificates for the number of shares for which the Purchase Right has been exercised, duly endorsed for transfer to the Company to enforce this provisionagainst payment of the purchase price for the Purchase Right Shares. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association The Purchase Right of the Company and to may not be exercised on or after the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change occurrence of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this OptionEvent.

Forfeitures. If you In the event the Optionee has exercised this Option following or within six months prior to his or her termination of employment with the Company and its Affiliates, the Company, by action of the Committee, will have received the right and option (the “Purchase Right”) to purchase from the Optionee or his or her legal representative a number of shares equal to the number of Shares which had been entitled to receive payment in cash, delivery of Common Stock purchased under this Option by the Optionee following or a combination thereof pursuant to this Agreement within the period beginning six months prior to the date Optionee’s termination of your Termination of Employment employment with the Company and ending twelve months following its Affiliates (the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option“Purchase Right Shares”), if the Optionee (i) has engaged in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, competition with the Company or any Affiliate, its Affiliates during the term of the Optionee’s employment with the Company or its Affiliates or within six months after the termination of such employment (the date of your Termination of Employment; b. “Applicable Period”) that the Committee concludes is detrimental to the Company or its Affiliates, (ii) has made an unauthorized disclosure of material proprietary non-public or confidential information of the Company or any Affiliate; c. of its Affiliates during the Applicable period, (iii) has committed a material violation of any applicable business ethics policies or business policies practices of the Company or any Affiliate; or d. of its Affiliates during the Applicable Period, or (iv) has engaged in conduct reflecting dishonesty or disloyalty to the Company or any other occurrence determined of its Affiliates during the Applicable Period. In addition, the Committee may terminate this Option prior to exercise by Optionee if it determines that the Optionee has engaged or intends to engage in the activities described in (i)-(iv) above. The decision to exercise the Company’s Purchase Right will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Purchase Right also will cover any shares received from adjustments which pertained to the Purchase Right Shares and which were made as a result of any of the types of transactions referred to in Section 10, and such shares will also constitute Purchase Right Shares. Such Purchase Right may be exercised by the Committee. The Company’s right to require forfeiture must be exercised not later than Committee within 90 days after the Company acquires actual knowledge Committee’s discovery of such an activity, occurrence that entitles it to exercise its Purchase Right (but in no event later than twelve 15 months after your Termination the Optionee’s termination of Employmentemployment with the Company and its Affiliates) for a purchase price equal to the total amount paid by the Optionee for the Purchase Right Shares. Such right shall Purchase Right will be deemed to be exercised upon the Company’s mailing written notice of such exercise postage prepaid, addressed to your the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, The Optionee agrees on the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 Optionee’s behalf and on behalf of the Plan)Optionee’s Successor, you shall be liable as the case may be, to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award deliver to the Company, together with all costs and attorneys’ fees incurred by on the date specified in such notice, which will not be less than ten nor more than thirty days after such notice, a certificate or certificates for the number of shares for which the Purchase Right has been exercised, duly endorsed for transfer to the Company to enforce this provisionagainst payment of the purchase price for the Purchase Right Shares. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association The Purchase Right of the Company and to may not be exercised on or after the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change occurrence of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this OptionEvent.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to this Agreement Option within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentOption expires in accordance with Section 2(a), the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or the Committee determines that the Optionee has (a) committed a combination thereof pursuant to this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf material violation of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business written policies of the Company or any Affiliateof its Affiliates or any provision of a written employment agreement between Optionee and the Company or any of its Affiliates; or d. or (b) has engaged in public conduct reflecting dishonesty or disloyalty to the Company or any other occurrence determined of its Affiliates which is materially detrimental to the reputation of the Company; or (c) the Optionee’s employment with the Company (or an Affiliate of the Company) was terminated for Cause, then, and in each event, the Company, by action of the Committee, will have the right and option (the “Forfeiture Rights”) (x) to terminate this Option prior to exercise, and (y) to the extent that Optionee has exercised the Option prior to the date of such determination by the Committee, to require that the Option return or forfeit the Shares or the economic value of the Shares as of the date of such exercise, payable by the Optionee in cash. The Company shall be entitled to set off any such cash amount against any amount owed to the Optionee by the Company. The decision to exercise the Company’s right to require forfeiture must Forfeiture Rights under this Section 13 will be based solely on the judgment of the Committee, in its sole and complete discretion, given the facts and circumstances of each particular case. The Forfeiture Rights may be exercised not later than by the Committee within 90 days after the Company acquires actual knowledge Committee’s discovery of such an activity, occurrence that entitles it to exercise its Forfeiture Rights (but in no event later than twelve 15 months after your Termination the Optionee’s termination of Employmentemployment with the Company or its Affiliates). Such right shall The Forfeiture Rights will be deemed to be exercised effective immediately upon the Company’s mailing written notice of such exercise postage prepaid, addressed to your the Optionee at the Optionee’s most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Shares as a result of this Restricted Stock or a combination thereof pursuant to this Agreement Units award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentRestricted Stock Units award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock Units award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ ' fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to this Agreement an Option within the period beginning six months prior to your termination of employment with the date of your Termination of Employment Company or its Affiliates and ending twelve months following when the date of your Termination of EmploymentOption terminates or is cancelled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this the Option (or its economic value as of the date of the exercise of the Option), in the event that you engage are involved in any of the following activities: a. occurrences: performing services for or on behalf of any a competitor of, or otherwise competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. , a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. , or any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge discovery of such an activity, occurrence but in no event later than twelve 15 months after your Termination termination of Employmentemployment with the Company and its Affiliates. Such right shall be deemed to be exercised upon the Company’s mailing written notice to you of such exercise to at your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option Options or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Planintervening stock splits), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the exercise date of your Termination of Employment the Option and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 58, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Stock or Shares as a combination thereof pursuant to result of this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights Restricted Stock Units awarded under this Option or the acquisition of Shares or cash thereunderAgreement. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 53, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 3 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to the Restricted Stock Units awarded pursuant to this Option Agreement or to any proceeds in respect of this Optionsuch award.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to as a result of this Agreement Restricted Stock award within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or otherwise competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 4 by preventing or terminating canceling the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 4 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option the Restricted Stock or to any proceeds cash or Shares received in respect of this OptionAgreement.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to as a result of this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of Employment, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or otherwise competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination of Employment; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. Performance 3 year cliff vesting The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve months after your Termination of Employment. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 4 by preventing or terminating canceling the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 4 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option the Restricted Stock or to any proceeds cash or Shares received in respect of this OptionAgreement.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Shares as a result of this Restricted Stock or a combination thereof pursuant to this Agreement Units award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentRestricted Stock Unit award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock Units Award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to this Agreement Option within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentOption expires in accordance with Section 2(a), the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option), in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 4 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to as a result of this Agreement Restricted Stock award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentRestricted Stock award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 4 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock Award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment in cash, delivery of Common Stock or a combination thereof pursuant to as a result of this Agreement Restricted Stock award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following the date of your Termination of Employmentwhen this Restricted Stock award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or otherwise competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 4 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ ' fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Shares as a result of this Restricted Stock or a combination thereof pursuant to this Agreement Units award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentRestricted Stock Units award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock Units award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been are entitled to receive payment in cash, delivery of Common Shares as a result of this Restricted Stock or a combination thereof pursuant to this Agreement Units award within the period beginning six months prior to the date termination of your Termination of Employment employment with the Company or any Affiliate and ending twelve months following when the date of your Termination of EmploymentRestricted Stock Unit award terminates or is canceled, the Company, in its sole discretion, may require you to return or forfeit the cash and/or Common Stock Shares received or receivable with respect to this Option (or its economic value as of the date of the exercise of the Option)Restricted Stock Units award, in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, the Company or any Affiliate, Affiliate within six months of the date of your Termination termination of Employmentemployment with the Company or any Affiliate; b. unauthorized disclosure of material proprietary information of the Company or any Affiliate; c. a violation of applicable business ethics policies or business policies of the Company or any Affiliate; or d. any other occurrence determined by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 days after the Company acquires actual knowledge of such an activity, activity but in no event later than twelve 12 months after your Termination termination of Employmentemployment with the Company or any Affiliate. Such right shall be deemed to be exercised upon the Company’s mailing written notice of such exercise to your most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 3 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunderRestricted Stock Units Award. If you fail or refuse to forfeit the cash and/or Shares shares of Common Stock demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 11(a) of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of termination of your Termination of Employment employment with the Company or any Affiliate and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.

Forfeitures. If you have received or been entitled to receive payment the Participant has engaged in cash, delivery an Act of Common Stock or a combination thereof pursuant to this Agreement within the period beginning six months prior to the date of your Termination of Employment and ending twelve months following the date of your Termination of EmploymentForfeiture, the Company, in its sole discretionby action of the Board, may require you shall have the right to (i) cancel the Award and all Earned Units will be forfeited (the “Cancellation Right”) and (ii) recoup the value of any Awards and all Earned Units previously paid. If one or more Distribution Dates have already occurred, the Participant shall return or forfeit to the cash and/or Common Stock received or receivable Company all amounts paid to the Participant with respect to this Option any Earned Units redeemed. An Act of Forfeiture shall exist if the Participant (or its economic value as of the date of the exercise of the Option), i) has engaged in the event that you engage in any of the following activities: a. performing services for or on behalf of any competitor of, or competing with, competition with the Company or any Affiliate, within six months of its Subsidiaries during the term of the date Participant’s employment with the Company or its Subsidiaries or within one year after the termination of your Termination such employment or distribution of Employment; b. this Award (the “Applicable Period”) that the Board concludes is detrimental to the Company or its Subsidiaries, (ii) has made an unauthorized disclosure of material proprietary non-public or confidential information of the Company or any Affiliate; c. a violation of applicable business ethics policies its Subsidiaries during the Applicable Period, or business policies (iii) has engaged in conduct reflecting dishonesty during the Applicable Period. In addition, the Board may terminate this Award and forfeit all Earned Units prior to maturity if it determines that the Participant has engaged or intends to engage in the activities described in (i)-(iii) above. The decision to exercise the Company’s rights under this paragraph 11 will be based solely on the judgment of the Company or any Affiliate; or d. any other occurrence determined Board, in its sole and complete discretion, given the facts and circumstances of each particular case. Such Cancellation Right may be exercised by the Committee. The Company’s right to require forfeiture must be exercised not later than 90 Board within ninety (90) days after the Company acquires actual knowledge Board’s discovery of such an activity, occurrence of an Act of Forfeiture (but in no event later than twelve fifteen (15) months after your Termination the Participant’s termination of Employmentemployment with the Company and its Subsidiaries). Such right shall The Company’s rights under this paragraph 11 will be deemed to be exercised upon the Company’s mailing written notice of such exercise exercise, postage prepaid, addressed to your the Participant at the Participant’s most recent home address as shown on the personnel records of the Company. In addition to requiring forfeiture as described herein, the Company may exercise its rights under this Section 5 by preventing or terminating the exercise of any rights under this Option or the acquisition of Shares or cash thereunder. If you fail or refuse to forfeit the cash and/or Shares demanded by the Company (the number of such shares of Common Stock as may be adjusted for any events described in Section 3.4 of the Plan), you shall be liable to the Company for damages equal to the number of Shares demanded times the highest closing price per share of the Common Stock during the period between the date of your Termination of Employment and the date of any judgment or award to the Company, together with all costs and attorneys’ fees incurred by the Company to enforce this provision. For purposes of this Section 5, forfeiture of Common Stock shall be effected by the redemption of such Common Stock in accordance with the Articles of Association of the Company and to the extent permissible under applicable law. Notwithstanding the foregoing, this Section 5 shall have no application following a Change of Control, nor shall the Company’s Incentive Compensation Forfeiture Policy apply following a Change of Control to this Option or to any proceeds in respect of this Option.