Common use of Recoupment Policy Clause in Contracts

Recoupment Policy. Employee acknowledges that Employee shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policy.

Recoupment Policy. (a) Forfeiture/Recoupment in the event of Restatement. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover from the Employee acknowledges that Employee shall be subject stock or cash equal to and hereby agrees the value of the stock issued on settlement of these Units or issuable pursuant to abide any Vested Units, or the proceeds realized by the terms Employee on the sale of any clawback such stock to the extent the vesting schedule of the Units under section 2 includes all or recoupment policy part of the period covered by the restatement. If the amount that would have vested based on achievement of performance goals would have been lower had the achievement of applicable financial performance targets been calculated based on such restated financial results, the Committee may, if it determines appropriate in its sole discretion recover from the Employee stock or cash equal to the portion of the stock issued or issuable in excess of the amount that would have been paid based on the restated financial results. A recovery under this section 9(a) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or by such other means determined appropriate by the Committee. Unless otherwise required by applicable laws or stock exchange listing standards, the Company has adopted or may hereafter adopt, as may be amended from time will not seek to time, recover amounts paid under this Agreement based on materially inaccurate financial results that are restated more than three years after the date the Company files the report with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its contained such financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein;results. (b) The Company shall be fully entitled to enforce the Forfeiture/Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of Detrimental Behavior. In the event an action for recoupment of compensation under Employee engages in misconduct which has or might reasonably be expected to have material reputational or other harm to the Recoupment PolicyCompany, other than (i) waiving any defense regarding the retroactive application Committee has the discretion to recover stock or cash equal to the value of the Recoupment Policy stock issued on settlement of these Units or issuable pursuant to prior any Vested Units, or existing payments the proceeds realized by the Employee on the sale of such stock. A recovery under this section 9(b) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or awards and (ii) waiving any claim by such other means determined appropriate by the Committee. The Company will not seek to recover Units that were paid more than three years before the integration clause of any agreement excludes date the application detrimental behavior was discovered or the date the full impact of the Recoupment Policymisconduct was known, as determined by the Committee.

Recoupment Policy. Employee acknowledges that Employee shall be If the Grantee is an officer subject to and hereby agrees Section 16, or becomes subject to abide by Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the MSUs are subject to the terms and conditions of any clawback or recoupment policy that the Company has adopted or may hereafter adoptCompany’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with or without notice (Section 10D of the Exchange Act, the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade). Employee understands that pursuant to the The Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity AwardsPolicy provides that, in the event that the Company is required to restate its financial statements. In consideration of the [continued] benefits to be received from the Company certain accounting restatements (or a subsidiary) and the right to participate in, and receive future awards under“Policy Restatement”), the Company’s cash and equity-based incentive programsindependent directors may require, Employee hereby acknowledges, understands and agrees that: among other things (a) The Recoupment Policy applies cancellation of any of the MSUs that remain outstanding; and/or (b) reimbursement of any gains in respect of the MSUs, if and to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which extent the conditions set forth in the Recoupment Policy is adopted, and Employee agrees that, to apply. Any determinations made by the extent provided independent directors in the Recoupment Policy, accordance with the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the binding upon Grantee. The Recoupment Policy is not explicitly referenced therein; (b) The in addition to any other remedies which may be otherwise available to the Company shall be fully entitled to enforce the Recoupment Policy against Employee at law, in accordance with its termsequity or under contract, and Employee promptly shall comply with any demand authorized or otherwise required by the Board of Directors law, including under Section 10D of the Company pursuant Exchange Act. Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with your non-waivable right, without prior notice to the terms of the Recoupment Policy for repaymentCompany, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to provide information to the Recoupment Policy; and (c) Nothing government, participate in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policyinvestigations, and Employee is not waiving any defenses Employee may have testify in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense proceedings regarding the retroactive application of Company or any Subsidiary's past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. You do not need prior authorization from the Recoupment Policy Company to prior make any such reports or existing payments disclosures and are not required to notify the Company that you have made such reports or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policydisclosures.

Recoupment Policy. Employee (a) If, during the three-year period following vesting of the Restricted Stock, Acquirer RSAs or Remaining Shares, as applicable, pursuant to Section 3 hereof, the Company is required to prepare an accounting restatement due to any violation of the 1933 Act, the Securities Exchange Act of 1934, as amended, or any other similar federal or state law or any regulation thereunder, the Participant shall be required to return to the Company all vested Shares that the Participant received pursuant to this Agreement that exceed the number of shares of Restricted Stock, Acquirer RSAs or Remaining Shares, as applicable, that the Participant would have earned in the absence of such violation (along with the cumulative value of any dividends paid to the Participant with respect to such Shares), provided that to the extent that the Participant has sold or otherwise transferred such Shares as of the date that the foregoing obligation arises, in lieu of returning such Shares to the Company, the Participant shall be required to repay the Company an amount in cash equal to the Fair Market Value of such Shares on the date that they were sold or otherwise transferred by the Participant. (b) If, during the six-year period following vesting of the Restricted Stock, Acquirer RSAs or Remaining Shares, as applicable, the Participant is discovered to have engaged in fraud or wilful misconduct that causes the Company to prepare an accounting restatement due to any violation of the 1933 Act, the Securities Exchange Act of 1934, as amended, or any other similar federal or state law or any regulation thereunder, and if, as a result of such violation, the number of Earned Shares exceeds the number of Shares that would have been earned in the absence of such violation, then the Participant shall be required to return to the Company all vested Shares that the Participant received pursuant to this Agreement (along with the cumulative value of any dividends paid to the Participant with respect to such Shares), provided that to the extent that the Participant has sold or otherwise transferred such Shares as of the date that the foregoing obligation arises, in lieu of returning such Shares to the Company, the Participant shall be required to repay the Company an amount in cash equal to the Fair Market Value of such Shares on the date that they were sold or otherwise transferred by the Participant. (c) All references to “Shares” in Sections 12(a) and 12(b) shall be deemed to include any common stock of a successor company and, in the event of a change in the Company’s capitalization of the nature described in Section 4.2(f) of the Plan following the date that the Shares become vested and on or prior to the date, if any, that such Shares are required to be returned to the Company pursuant to Section 12(a) or 12(b), the number of Shares to be returned pursuant to Section 12(a) or 12(b), as applicable, shall be adjusted in the same manner as Shares subject to then outstanding awards under the Plan. In addition, for purposes of identifying the Shares that the Participant receives pursuant to this Agreement for purposes of determining whether the Participant has sold or otherwise transferred such Shares and the Fair Market Value on the date of such sale or transfer, the Participant shall be deemed to have sold or transferred the Shares in the same order in which the Participant acquired such Shares (i.e., the Participant shall be deemed to have sold or transferred the Shares he has held for the longest period first). (d) The Participant hereby acknowledges that Employee and agrees that, notwithstanding any provision of this Agreement to the contrary, the Participant shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment legally mandatory policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant relating to the Recoupment Policyrecovery of compensation, to the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event extent that the Company is required to restate its financial statements. In consideration of the [continued] benefits implement such policy pursuant to be received from the Company (or a subsidiary) and the right to participate inapplicable law, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company whether pursuant to the terms Xxxxxxxx-Xxxxx Act of 2002, the Recoupment Policy for repayment, return Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policyotherwise.

Recoupment Policy. (a) Forfeiture/Recoupment in the event of Restatement. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover from the Employee acknowledges that Employee shall be subject stock or cash equal to and hereby agrees the value of the stock issued, plus any dividend equivalents paid, on settlement of these Units or issuable pursuant to abide any Vested Units, or the proceeds realized by the terms Employee on the sale of such stock to the extent the vesting schedule of the Units under section 2 includes all or part of the period covered by the restatement. If the amount that would have vested based on achievement of performance goals would have been lower had the achievement of applicable financial performance targets been calculated based on such restated financial results, the Committee may, if it determines appropriate in its sole discretion recover from the Employee stock or cash equal to the portion of the stock issued or issuable and any clawback dividend equivalents paid in excess of the amount that would have been paid based on the restated financial results. A recovery under this section 9(a) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or recoupment policy that by such other means determined appropriate by the Committee. Unless otherwise required by applicable laws or stock exchange listing standards, the Company has adopted or may hereafter adopt, as may be amended from time will not seek to time, recover amounts paid under this Agreement more than three years after the date the Company files the report with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or that contained the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its incorrect financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein;results. (b) The Company shall be fully entitled to enforce the Forfeiture/Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of Detrimental Behavior. In the event an action for recoupment of compensation under Employee engages in misconduct which has or might reasonably be expected to have material reputational or other harm to the Recoupment PolicyCompany, other than (i) waiving any defense regarding the retroactive application Committee has the discretion to recover stock or cash equal to the value of the Recoupment Policy stock issued, plus any dividend equivalents paid, on settlement of these Units or issuable pursuant to prior any Vested Units, or existing payments the proceeds realized by the Employee on the sale of such stock. A recovery under this section 9(b) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or awards and (ii) waiving any claim by such other means determined appropriate by the Committee. The Company will not seek to recover Units that were paid more than three years before the integration clause of any agreement excludes date the application detrimental behavior was discovered or the date the full impact of the Recoupment Policymisconduct was known, as determined by the Committee.

Recoupment Policy. Employee acknowledges that Employee shall be If the Grantee is an officer subject to and hereby agrees Section 16, or becomes subject to abide by Section 10D of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the MSUs are subject to the terms and conditions of any clawback or recoupment policy that the Company has adopted or may hereafter adoptCompany’s Policy Regarding Recoupment of Incentive Payments upon Financial Restatement (such policy, as it may be amended from time to time, including as it may be amended to comply with or without notice (Section 10D of the Exchange Act, the “Recoupment Policy”) to further ). The Recoupment Policy provides that, in the event of certain accounting restatements (a “Policy Restatement”), the Company’s interests independent directors may require, among other things (i) cancellation of any of the MSUs that remain outstanding; and/or (ii) reimbursement of any gains in enhancing its corporate governance practices and/or respect of the MSUs, if and to comply the extent the conditions set forth in the Recoupment Policy apply. Any determinations made by the independent directors in accordance with applicable the Recoupment Policy shall be binding upon Grantee. The Recoupment Policy is in addition to any other remedies which may be otherwise available to the Company at law, rules in equity or regulations promulgated under contract, or otherwise required by law, including under Section 10D of the Exchange Act. Notwithstanding the foregoing, nothing in this Section 2 is intended to or shall limit, prevent, impede or interfere with Grantee’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company or any Subsidiary’s past or future conduct, engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency (and for purpose of clarity, Grantee is not prohibited from providing information voluntarily to the U.S. Securities and Exchange Commission or the rules pursuant to Section 21F of the national securities exchange on which shares of the common stock of the Company are listed for tradeExchange Act). Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] benefits to be received Grantee does not need prior authorization from the Company (to make any such reports or a subsidiary) disclosures and is not required to notify the right to participate inCompany that Grantee has made such reports or disclosures. In addition, and receive future awards undernotwithstanding the foregoing, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: U.S. Defend Trade Secrets Act of 2016 (a“DTSA”) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid provides that an individual shall not be held criminally or awarded to Employee prior to civilly liable under any federal or after state trade secret law for the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as disclosure of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than trade secret that (i) waiving any defense regarding is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the retroactive application purpose of the Recoupment Policy to prior reporting or existing payments investigating a suspected violation of law or awards and (ii) waiving any claim is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the integration clause of any agreement excludes trade secret to the application attorney of the Recoupment Policyindividual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order.

Recoupment Policy. Employee acknowledges that Employee shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] continued benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policy.. [Signature Page Follows]

Recoupment Policy. (a) Forfeiture/Recoupment in the event of Restatement. If the Employee acknowledges that Employee shall be is an Executive Officer under the Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy (the "Executive Recoupment Policy"), the Units, any Common Shares issued on payment of the Units and proceeds realized on the sale of such Common Shares are subject to and hereby agrees to abide by mandatory recoupment upon an Accounting Restatement (as defined in the Executive Recoupment Policy) in accordance with the terms of any clawback or recoupment such policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with and applicable law, rules or regulations promulgated by the Securities and Exchange Commission or and New York Stock Exchange rules. Further, even if the rules of Employee is not an Executive Officer under the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Executive Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for Accounting Restatement, the Committee, at its discretion, may require recoupment of the Units, Common Shares or proceeds as provided herein by applying the terms of the Executive Recoupment Policy to the Employee to the full extent determined appropriate by the Committee. A recovery under this section 9(a) can be made by withholding compensation otherwise due to the Employee, by the cancelling of unvested Units, by the cancelling of Vested Units during the Deferral Period, by the Company instructing any brokerage firm engaged by the Company to hold any Common Shares or other amounts acquired pursuant to the Units to re-convey, transfer or otherwise return such Common Shares and/or other amounts to the Company, as shall be authorized by the Employee in accepting this Agreement, or by such other means determined appropriate by the Committee. (b) Forfeiture/Recoupment in the event of Detrimental Behavior. In the event an Employee engages in misconduct which has or might reasonably be expected to have material reputational or other harm to the Company or in any other conduct constituting Cause (together, “Misconduct”) or if the Employee has known of or been willfully blind to Misconduct on the part of any individual over whom the Employee has supervisory authority, the Committee has the discretion to recover the Units, any Common Shares issued on payment of the Units and proceeds realized on the sale of such Common Shares. A recovery under this section 9(b) can be made by withholding compensation otherwise due to the Employee, by the cancelling of unvested Units, by the cancelling of Vested Units during the Deferral Period, by the Company instructing any brokerage firm engaged by the Company to hold any Common Shares or other amounts acquired pursuant to the Units to re-convey, transfer or otherwise return such Common Shares and/or other amounts to the Company, as shall be authorized by the Employee in accepting this Agreement, or by such other means determined appropriate by the Committee. (c) Forfeiture/Recoupment PolicyRequired by Law. The Recoupment Policy set forth in this Section 9 shall be applied by the Committee to the maximum extent required under applicable law, other than (i) waiving any defense regarding and otherwise, at the retroactive application of Committee's discretion, to the maximum extent permitted under applicable law. Further, the Recoupment Policy set forth in this section 9 is in addition to, and not in lieu of, any recoupment requirements under the Xxxxxxxx-Xxxxx Act or under other applicable laws, rules, regulations or stock exchange listing standards, and shall apply notwithstanding anything to prior the contrary in this Agreement or existing payments or awards and (ii) waiving any claim that in the integration clause of any agreement excludes the application of the Recoupment PolicyPlan.

Recoupment Policy. Employee acknowledges that Employee shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] continued benefits to be received from the Company (or a subsidiaryGroup Company) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policy.

Recoupment Policy. Employee acknowledges that Employee shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] continued benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes the application of the Recoupment Policy.

Recoupment Policy. (a) Forfeiture/Recoupment in the event of Restatement. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover from the Employee acknowledges that Employee shall be subject stock or cash equal to and hereby agrees the value of the stock issued on settlement of these Units or issuable pursuant to abide any Vested Units, or the proceeds realized by the terms Employee on the sale of any clawback such stock to the extent the vesting schedule of the Units under section 2 includes all or recoupment policy part of the period covered by the restatement. If the amount that would have vested based on achievement of performance goals would have been lower had the achievement of applicable financial performance targets been calculated based on such restated financial results, the Committee may, if it determines appropriate in its sole discretion recover from the Employee stock or cash equal to the portion of the stock issued or issuable in excess of the amount that would have been paid based on the restated financial results. A recovery under this section 9(a) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or by such other means determined appropriate by the Committee. Unless 5 otherwise required by applicable laws or stock exchange listing standards, the Company has adopted or may hereafter adopt, as may be amended from time will not seek to time, recover amounts paid under this Agreement based on materially inaccurate financial results that are restated more than three years after the date the Company files the report with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its contained such financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein;results. (b) The Company shall be fully entitled to enforce the Forfeiture/Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; and (c) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of Detrimental Behavior. In the event an action for recoupment of compensation under Employee engages in misconduct which has or might reasonably be expected to have material reputational or other harm to the Recoupment PolicyCompany, other than (i) waiving any defense regarding the retroactive application Committee has the discretion to recover stock or cash equal to the value of the Recoupment Policy stock issued on settlement of these Units or issuable pursuant to prior any Vested Units, or existing payments the proceeds realized by the Employee on the sale of such stock. A recovery under this section 9(b) can be made by withholding compensation otherwise due to the Employee, by the cancelling of Vested Units during the Deferral Period or awards and (ii) waiving any claim by such other means determined appropriate by the Committee. The Company will not seek to recover Units that were paid more than three years before the integration clause of any agreement excludes date the application detrimental behavior was discovered or the date the full impact of the Recoupment Policymisconduct was known, as determined by the Committee.

Recoupment Policy. Employee acknowledges that Employee shall be subject to and hereby agrees to abide by the terms of any clawback or recoupment policy that the Company has adopted or may hereafter adopt, as may be amended from time to time, with or without notice (the “Recoupment Policy”) to further the Company’s interests in enhancing its corporate governance practices and/or to comply with applicable law, rules or regulations promulgated by the Securities and Exchange Commission or the rules of the national securities exchange on which shares of the common stock of the Company are listed for trade. Employee understands that pursuant to the Recoupment Policy, the Company may seek to recoup all or part of any severance payments, bonus or other incentive compensation paid to certain officers and former officers, including Equity Awards, in the event that the Company is required to restate its financial statements. In consideration of the [continued] benefits to be received from the Company (or a subsidiary) and the right to participate in, and receive future awards under, the Company’s cash and equity-based incentive programs, Employee hereby acknowledges, understands and agrees that: (a) The Recoupment Policy applies to severance, cash bonuses and other incentive compensation, including Equity Awards, paid or awarded to Employee prior to or after the date on which the Recoupment Policy is adopted, and Employee agrees that, to the extent provided in the Recoupment Policy, the Recoupment Policy shall apply to equity and other award agreements outstanding as of the date of this Agreement or hereafter executed, and such agreements shall be deemed amended by, and to incorporate, the terms of the Recoupment Policy even if the Recoupment Policy is not explicitly referenced therein; (b) The Company shall be fully entitled to enforce the Recoupment Policy against Employee in accordance with its terms, and Employee promptly shall comply with any demand authorized by the Board of Directors of the Company pursuant to the terms of the Recoupment Policy for repayment, return or rescission of, severance payments, a cash bonus or other incentive compensation, including Equity Awards, subject to the Recoupment Policy; (c) The Company may amend the Recoupment Policy at any time, and the amended Recoupment Policy shall apply to Employee in accordance with its terms; and (cd) Nothing in this acknowledgement shall be construed to expand the scope or terms of the Recoupment Policy, and Employee is not waiving any defenses Employee may have in the event of an action for recoupment of compensation under the Recoupment Policy, other than (i) waiving any defense regarding the retroactive application of the Recoupment Policy to prior or existing payments or awards and (ii) waiving any claim that the integration clause of any agreement excludes or limits the application of the Recoupment Policy.