Common use of Recoupment Clause in Contracts

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive Executive, the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.)financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, to recoupment under this Section 1211, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company Company shall have the right to (i) deduct the amount to be reimbursed recouped hereunder from the compensation or other payments due to the Executive from the Company Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement material inaccuracy in the Employer’s or FR’s statements of the Company’s consolidated financial statements (occurring after the Effective Date) earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Company Employer shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity incentive compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restatedmaterially inaccurate, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatementmaterial inaccuracy, if, as a result of such restatementmaterial inaccuracy, the Executive otherwise would not have received such bonus or other incentive compensation (or portion thereof). In the event the Company Employer is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such bonus or other reimbursement) of such incentive compensation which the Company Employer is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other incentive compensation which the Company Employer is entitled to recoup and as to which the Company Employer seeks recoupment hereunder, the Executive acknowledges and agrees that the company Employer shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. The Employer’s right of recoupment pursuant to this Section 12 shall apply only if the demand for recoupment is made not later than three (3) years following the payment of applicable incentive compensation. (b) The Executive acknowledges that the Company does not waive its right to Employer must seek recoupment of any bonuses and such payments as described under this from the Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive12(a). (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 1211, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (ai) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Adjustments In the event of a restatement stock split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Legends All share certificates representing the Stock issued in connection with this Grant shall, where applicable, have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the Company’s consolidated financial statements (occurring after Commonwealth of Massachusetts, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the Effective Date) substantive law of another jurisdiction. Other Agreements You agree, as a condition of this grant, that reduces previously reported net income you will execute such documents as necessary to become a party to any stockholder agreement or increases previously reported net lossvoting trust as the Company may require. Data Privacy To administer the Plan, the Company shall have may process personal data about you. Such data includes, but is not limited to the right to take information provided in this Agreement and any changes thereto, other appropriate action to recoup from the Executive any portion of any bonus personal and financial data about you such as home address and business addresses and other equity or non-equity compensation received contact information, and any other information that might be deemed appropriate by the Executive Company to facilitate the grant administration of which was tied the Plan. By accepting this grant, you give explicit consent to the achievement of one or more specific earnings targets (e.g.Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.)including, with respect to the period for which such financial statements are or will be restatednon-U.S. resident grantees, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) United States, to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both transferees who will include the Company and other persons who are designated by the Executive. (c) Company to administer the Plan. Consent to Electronic Delivery The rights contained Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Section 12 shall be in addition togrant, and shall not limit, any other rights or remedies you agree that the Company may have under law or deliver the Plan prospectus and the Company’s annual report to you in equityan electronic format. If at any time you would prefer to receive paper copies of these documents, includingas you are entitled to, without limitation, any rights the Company may would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded. Code Section 409A The Grant is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, the Bank, their Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the Company, the Bank, their Affiliates, the Board, nor the Committee will have any other Company recoupment policy liability to you for such tax or other agreement or arrangement with penalty. The Retention Shares are subject to the ExecutiveTime-Based Vesting Requirements set forth below.

Recoupment. (a) In the event of a restatement of the CompanyParent’s consolidated financial statements (occurring beginning with the financial statements for the first full quarterly period ending after the Effective Employment Commencement Date) ), subject to the Parent’s Board’s good faith determination that reduces previously reported net income or increases previously reported net lossrecoupment from the Executive is appropriate and justified based on the facts, the Company Parent’s Board shall have the right to take appropriate action to recoup from the Executive any portion of any annual bonus and other equity or non-equity compensation received by the Executive (net of any federal, state, local or other taxes that the grant of which was tied to Executive has paid on such annual bonus if such repayment does not occur in the achievement of one or more specific earnings targets (e.g., revenue, gain same taxable year as the original bonus payment; otherwise on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.a gross basis), with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such annual bonus or other compensation (or portion thereof). In the event the Company is and its Affiliates are entitled to, and seeksseek, recoupment under this Section 124.12, the Executive shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup and as to which the Company seeks and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the company Company and its Affiliates shall have the right to (i) deduct the amount to be reimbursed hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 4.12 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other Company recoupment policy or other agreement or arrangement with the ExecutiveExecutive to which the Executive has consented, or as permitted by law.

Recoupment. (a) In the event of a restatement of the Company’s 's consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right with respect to take appropriate action to recoup from the Executive any portion of any bonus and or other equity or non-equity compensation received by the Executive the grant of which was tied to calculated using a specific preset formula based on the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatementtargets, the Executive otherwise would not have shall repay to the Company the portion of any bonus and other compensation received by the Executive (net of any federal, state, local or other taxes that the Executive has paid on such bonus or other compensation which may not be recouped in connection with such repayment) that the Executive would not have received as a result of the application of the specific preset formula to such restatement (or portion thereofthe “Recoupment Amount”). In the event the Company is entitled to, and seeks, to recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Amount. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunderRecoupment Amount, the Executive acknowledges and agrees that the company Company shall have the right to (i) deduct the amount to be reimbursed hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company (other than from compensation or other payments that are deferred compensation under Section 409A of the Code to the extent such deduction would result in penalty taxes to the Executive on account of Section 409A of the Code), or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. Except as required by law, the provisions of this Section 12(a) shall override any clawback or recoupment policy that the Company may adopt from time to time. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive. (d) Anything in this Agreement to the contrary notwithstanding, in the event of a Change in Control, the Company shall not have the right to clawback or recoup compensation paid or granted prior to the Change in Control.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention Xxxxxx Agreement 09-19-14 that the foregoing Recoupment Rights conform in all respects to the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (occurring after the Effective Date“Xxxx Xxxxx Act”) that reduces previously reported net income or increases previously reported net lossand requires recovery of all “incentive-based” compensation, pursuant to the provisions of the Xxxx Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Company terms and provisions of this Agreement shall have be deemed automatically amended from time to time to assure compliance with the right to take appropriate action to recoup from the Executive any portion of any bonus Xxxx Xxxxx Act and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity such rules and regulation as hereafter may be adopted and in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to, and seeks, recoupment under this Section 1228, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the company Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. This Agreement is executed and delivered on the day and year first above written. Xxxxxx Xxxxxx Xxxxxxxx Xxxxx, Chairman of the Compensation Committee of the Board of Directors Date Date Xxxxxx Agreement 09-19-14 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (1) Result from any work performed by the employee for the employer. (b) The Executive acknowledges that To the Company does not waive its right extent a provision in an employment agreement purports to seek recoupment require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of any bonuses this state and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executiveunenforceable. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) September 1, 2009 that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive Executive, the grant or vesting of which was tied to the achievement of one or more specific earnings performance targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether and the Executive engaged in any misconduct that caused or was at fault or responsible in any way materially contributed to the need for causing the restatement, and if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 1210(h), the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, notwithstanding Section 6 of this Agreement, the company Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 10(h) for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) . The rights contained in this Section 12 10(h) shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive. Notwithstanding the above, this Section 10(h) shall apply only to compensation granted or vesting not later than three (3) years following the date on which the financial statements which are subsequently restated were originally filed with the Securities and Exchange Commission. In addition to its right to recoupment described in this Section 10(h), the Executive agrees to comply with any recoupment policy which the Company is required to adopt, or to which it becomes subject, pursuant to rules promulgated by the Securities and Exchange Commission pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). . (b) In the event that the Executive’s employment is terminated by the Executive prior to January 25, 2013 other than for Good Reason in breach of this Agreement, the Executive shall repay the Re-signing Bonus to the Company promptly upon written request from the Company. (c) In the event the Company is entitled to, and seeks, recoupment under this Section 1211, the Executive shall promptly reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup amounts and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (bd) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 12 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (ce) The rights contained in this Section 12 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention LEGAL27977079.2 that the foregoing Recoupment Rights conform in all respects to the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (occurring after the Effective Date“Xxxx Xxxxx Act”) that reduces previously reported net income or increases previously reported net lossand requires recovery of all “incentive-based” compensation, pursuant to the provisions of the Xxxx Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Company terms and provisions of this Agreement shall have be deemed automatically amended from time to time to assure compliance with the right to take appropriate action to recoup from the Executive any portion of any bonus Xxxx Xxxxx Act and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity such rules and regulation as hereafter may be adopted and in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to, and seeks, recoupment under this Section 1228, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the company Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. This Agreement is executed and delivered on the day and year first above written. Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxx, Chairman of the Compensation Committee of the Board of Directors Date Date LEGAL27977079.2 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (1) Result from any work performed by the employee for the employer. (b) The Executive acknowledges that To the Company does not waive its right extent a provision in an employment agreement purports to seek recoupment require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of any bonuses this state and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executiveunenforceable. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement material inaccuracy in the Employer’s or FR’s statements of the Company’s consolidated financial statements (occurring after the Effective Date) earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Company Employer shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity incentive compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restatedmaterially inaccurate, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatementmaterial inaccuracy, if, as a result of such restatementmaterial inaccuracy, the Executive otherwise would not have received such bonus or other incentive compensation (or portion thereof). In the event the Company Employer is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such bonus or other reimbursement) of such incentive compensation which the Company Employer is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other incentive compensation which the Company Employer is entitled to recoup and as to which the Company Employer seeks recoupment hereunder, the Executive acknowledges and agrees that the company Employer shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. The Employer’s right of recoupment pursuant to this Section 13 shall apply only if the demand for recoupment is made not later than three years following the payment of applicable incentive compensation. (b) The Executive acknowledges that the Company does not waive its right to Employer must seek recoupment of any bonuses and such payments as described under this from the Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive13(a). (c) The rights contained in this Section 12 13 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In Notwithstanding the event terms regarding vesting and forfeitability herein or in the Plan, Participant acknowledges and agrees that, as a condition of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied RSUs hereunder, all or a portion of the RSUs granted hereunder will be forfeited, and any Stock acquired upon the vesting of such RSUs (and any proceeds from the disposition of all or portion of such Stock) will be subject to recoupment, in the discretion of the Committee, in the event that: (i) the Committee determines that Participant materially breaches Participant’s employment or post-employment obligations to the achievement of one Company and its Affiliates; or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged ii) any forfeiture event set forth in any misconduct incentive compensation clawback or was at fault recoupment policy approved by the Company (including any policy approved to comply with the listing standards of any national securities exchange or responsible in any way for causing association on which the restatement, if, Stock is listed or as a result of such restatement, is otherwise required by the Executive otherwise would not have received such bonus Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other compensation (applicable law) occurs. Participant further acknowledges and agrees that the adoption or portion thereof)amendment of any such clawback or recoupment policy on or after the date the RSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and seeks, recoupment under this Section 12paragraph, the Executive Participant shall promptly reimburse the portion of such bonus or other compensation amount to which the Company is entitled to recoup hereunder. In the event the Executive Participant fails to make prompt reimbursement of any such bonus or other compensation amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive Participant acknowledges and agrees that the company Company shall have the right to to: (i) deduct the such amount to be reimbursed hereunder from the compensation or other payments due to the Executive Participant from the Company or its Affiliates; or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executiveamount. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 paragraph shall be in addition to, and shall not limit, any other rights or remedies that the Company or its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other Company recoupment policy or other agreement or arrangement with the ExecutiveParticipant to which the Participant has consented, or as permitted by law.

Recoupment. (a) In This Award is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of a such policy.If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such restatementmaterial noncompliance. Retention Rights This Agreement does not give you the right to be retained by the Company or an Affiliate in any capacity. Unless otherwise specified in your Employment Agreement, the Executive otherwise would Company and any Affiliates reserve the right to terminate your Service at any time and for any reason. Adjustments In the event of any share dividend, share split, change in the corporate structure affecting the Shares, or any change in the corporate structure that is not have received such bonus a Change in Control, the number or other compensation (kind of Shares covered by this Award shall be adjusted pursuant to the Plan. Your PSUs shall be subject to the terms of any applicable agreement of merger, liquidation, or portion thereof). In reorganization in the event the Company is entitled subject to such corporate activity. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement but not defined herein are defined in the Plan and have the meaning set forth in the Plan. This Agreement (including the cover sheet and all attachments) and the Plan constitute the entire understanding between you and the Company regarding this grant of PSUs and any underlying Shares. Any prior agreements, commitments, or negotiations concerning this grant are superseded. Data Privacy In order to administer the Plan, the Company may process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and seeksany changes thereto, recoupment other appropriate personal and financial data about you such as your contact information, payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any such personal data. Code Section 409A The grant of PSUs under this Agreement is intended to be exempt from, or to comply with, Code Section 12409A to the extent subject thereto, and, accordingly, to the Executive maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. To the extent that the Company determines that you would be subject to the additional 20% tax imposed on certain non-qualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of this Agreement, such provision shall promptly reimburse be deemed amended to the portion minimum extent necessary to avoid application of such bonus or other compensation which the Company is entitled to recoup hereunderadditional tax. In the event the Executive fails to make prompt reimbursement The nature of any such bonus amendment shall be determined by the Company. Notwithstanding any provision of the Plan or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due this Agreement to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made contrary, to the Executiveextent required to avoid accelerated taxation and tax penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan or this Agreement during the six (6)-month period immediately following your Separation from Service will instead be paid on the first payroll date after the six (6)-month anniversary of your Separation from Service (or your death, if earlier). Any such waiver must For purposes of this Award, a termination of Service only occurs upon an event that would be done in a writing that is signed by both Separation from Service within the Company and the Executive. (c) The rights contained in this meaning of Code Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.409A.

Recoupment. (a) In Any Award granted pursuant to the Plan is subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is or in the future becomes subject to any Company “clawback” or recoupment policy that requires the repayment by the Grantee to the Company of compensation paid by the Company to the Grantee in the event that the Grantee fails to comply with, or violates, the terms or requirements of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the date on which the Company is required to prepare an accounting restatement of due to material noncompliance by the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatementmisconduct, with any financial reporting requirement under the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such paymentsfederal securities laws. (b) The Executive acknowledges that Furthermore, if the Company does not waive its right is required to seek recoupment prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount of any bonuses payment in settlement of an Award earned or accrued during the 12month period following the first public issuance or filing with the United States Securities and payments as described under this Section 12 for failure to demand repayment or reduce Exchange Commission (whichever first occurred) of the payments made to the Executive. Any financial document that contained information affected by such waiver must be done in a writing that is signed by both the Company and the Executivematerial noncompliance. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, Notwithstanding any other rights provision of the Plan or remedies that any provision of any Award Agreement, if the Company may have under law is required to prepare an accounting restatement, then Grantees shall forfeit any cash or Shares received in equityconnection with an Award (or an amount equal to the Fair Market Value of such Shares on the date of delivery if the Grantee no longer holds the Shares) if pursuant to the terms of the Award Agreement for such Award, includingthe amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, without limitationgains, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with performance goals) that are later determined, as a result of the Executiveaccounting restatement, not to have been achieved.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (cv) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective DateExecution Date of this Agreement) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). . (b) In the event that the Executive’s employment is terminated by the Executive prior to December 1, 2012 other than for Good Reason in breach of this Agreement, the Executive shall repay the Re-signing Bonus to the Company promptly upon written request from the Company. (c) In the event the Company is entitled to, and seeks, recoupment under this Section 1211, the Executive shall promptly reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup amounts and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (bd) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 12 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (ce) The rights contained in this Section 12 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In Notwithstanding the event terms regarding vesting and forfeitability herein or in the Plan, Participant acknowledges and agrees that, as a condition of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied PRSUs hereunder, all or a portion of the PRSUs granted hereunder will be forfeited, and any Stock acquired upon the vesting of such PRSUs (and any proceeds from the disposition of all or portion of such Stock) will be subject to recoupment, in the discretion of the Committee, in the event that: (i) the Committee determines that Participant materially breaches Participant’s employment or post-employment obligations to the achievement of one Company and its Affiliates; or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged ii) any forfeiture event set forth in any misconduct incentive compensation clawback or was at fault recoupment policy approved by the Company (including any policy approved to comply with the listing standards of any national securities exchange or responsible in any way for causing association on which the restatement, if, Stock is listed or as a result of such restatement, is otherwise required by the Executive otherwise would not have received such bonus Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other compensation (applicable law) occurs. Participant further acknowledges and agrees that the adoption or portion thereof)amendment of any such clawback or recoupment policy on or after the date the PRSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and seeks, recoupment under this Section 12paragraph, the Executive Participant shall promptly reimburse the portion of such bonus or other compensation amount to which the Company is entitled to recoup hereunder. In the event the Executive Participant fails to make prompt reimbursement of any such bonus or other compensation amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive Participant acknowledges and agrees that the company Company shall have the right to (i) deduct the such amount to be reimbursed hereunder from the compensation or other payments due to the Executive Participant from the Company or its Affiliates or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executiveamount. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 paragraph shall be in addition to, and shall not limit, any other rights or remedies that the Company or its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other Company recoupment policy or other agreement or arrangement with the ExecutiveParticipant to which the Participant has consented, or as permitted by law.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that the foregoing Recoupment Rights conform in all respects to the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (occurring after the Effective Date“Xxxx Xxxxx Act”) that reduces previously reported net income or increases previously reported net lossand requires recovery of all “incentive-based” compensation, pursuant to the provisions of the Xxxx Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Company terms and provisions of this Agreement shall have be deemed automatically amended from time to time to assure compliance with the right to take appropriate action to recoup from the Executive any portion of any bonus Xxxx Xxxxx Act and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity such rules and regulation as hereafter may be adopted and in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to, and seeks, recoupment under this Section 1228, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the company Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) . This Agreement is executed and delivered on the day and year first above written. By: Xxxxxxxx Xxxx Its: Chairman of the Board of Directors and Chair of the Compensation Committee of the Board of Directors Xxx Xxxxxxx Executive will be eligible to participate in the Rainmaker Systems, Inc. Corporate Bonus Plan, which was established in 2009 for the benefit of our executive officers. The Executive acknowledges Corporate Bonus Plan is generally structured as follows, with changes made from year-to-year to reflect changing business needs and competitive circumstances: • At the beginning of each fiscal year, our CEO and CFO recommend quarterly and annual financial performance targets, as discussed below, subject to the approval of the Compensation Committee. • At the close of each quarter of the fiscal year, the Compensation Committee assesses the Company’s performance against the pre-established quarterly metrics. Provided that the Company does not waive achieves at least 80 percent of its right to seek recoupment quarterly goals, the executive officers receive after the close of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in quarter a writing that is signed by both the Company bonus based on their individual payout target percentage and the Executive. (c) The rights contained in this Section 12 shall be in addition toweighted value of the applicable goal. • Similarly, and shall not limitat the close of the fiscal year, any other rights or remedies the Compensation Committee assesses the Company’s performance against the pre-established annual metrics. Provided that the Company may have under law or in equityachieves at least 80 percent of its annual goals, including, without limitation, any rights the executive officers receive after the close of the fiscal year a bonus based on their individual payout target percentage and the weighted value of the applicable goal. The Corporate Bonus Plan provides for cash bonuses to be paid quarterly and annually when the predetermined performance targets are achieved. The amount of the quarterly and annual bonuses that the Company may have under pays to its executive officers participating in the plan is determined by a formula that weighs the Company’s quarterly and annual achievement of the pre-established goals. A bonus is only paid in the event the Company achieves at least 80 percent of its performance target (i.e., the executive would receive 80% of the applicable bonus payment relating to such performance target for such quarter or year, as applicable). If the Company’s performance for any other measure falls between 80 percent and 100 percent, then the Company recoupment policy or other agreement or arrangement interpolates to determine the applicable payout percentage. If the Company’s performance for any measure exceeds 100 percent, the bonus amount payable to each such officer in respect of such component of the bonus formula shall be increased by 1% for each whole 1% increment achieved above such 100% attainment up to an incremental maximum of 20%. For the 2013 calendar year, Executive shall be eligible, beginning in the second quarter of 2013, for a quarterly and annual bonus of up to 75% of base salary in the aggregate, determined by reference to the Company’s performance against the following quarterly and annual performance targets, with the Executiveweights assigned to each performance target also set forth below. • Quarterly net revenue or xxxxxxxx (as determined by the compensation committee) (40% weighting); Exhibit A • Quarterly EBITDA or Adjusted Cash Flow (as determined by the Compensation Committee) (40% weighting); and • Annual Net Promoter Score (“NPS”) and Employee Net Promoter Score (“eNPS”) (20% weighting). The following definitions and guidelines shall apply to the 2013 bonus methodology and payments set forth in this Exhibit A: 2013 performance targets for quarterly net revenue, quarterly EBITDA (or quarterly Adjusted Cash Flow, as the case may be), NPS and eNPS will be subject to the approval of the Compensation Committee.

Recoupment. (a) In the event of a restatement material inaccuracy in the Employer’s or FR’s statements of the Company’s consolidated financial statements (occurring after the Effective Date) earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Company Employer shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity incentive compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restatedmaterially inaccurate, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatementmaterial inaccuracy, if, as a result of such restatementmaterial inaccuracy, the Executive otherwise would not have received such bonus or other incentive compensation (or portion thereof). In the event the Company Employer is entitled to, and seeks, recoupment under this Section 1213, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such bonus or other reimbursement) of such incentive compensation which the Company Employer is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other incentive compensation which the Company Employer is entitled to recoup and as to which the Company Employer seeks recoupment hereunder, the Executive acknowledges and agrees that the company Employer shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company Company, or (ii) to take any other appropriate action to recoup such payments. The Employer’s right of recoupment pursuant to this Section 13 shall apply only if the demand for recoupment is made not later than three (3) years following the payment of applicable incentive compensation. (b) The Executive acknowledges that the Company does not waive its right to Employer must seek recoupment of any bonuses and such payments as described under this from the Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive13(a). (c) The rights contained in this Section 12 13 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) Date that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive Executive, the grant or vesting of which was tied to the achievement of one or more specific earnings performance targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether and the Executive engaged in any misconduct that caused or was at fault or responsible in any way materially contributed to the need for causing the restatement, and if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 1210(h), the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, notwithstanding Section 6 of this Agreement, the company Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 10(h) for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) . The rights contained in this Section 12 10(h) shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive. Notwithstanding the above, this Section 10(h) shall apply only to compensation granted or vesting not later than three (3) years following the date on which the financial statements which are subsequently restated were originally filed with the Securities and Exchange Commission.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that the foregoing Recoupment Rights conform in all respects to the provisions of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (occurring after the Effective Date“Xxxx Xxxxx Act”) that reduces previously reported net income or increases previously reported net lossand requires recovery of all “incentive-based” compensation, pursuant to the provisions of the Xxxx Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Company terms and provisions of this Agreement shall have be deemed automatically amended from time to time to assure compliance with the right to take appropriate action to recoup from the Executive any portion of any bonus Xxxx Xxxxx Act and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity such rules and regulation as hereafter may be adopted and in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to, and seeks, recoupment under this Section 1228, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the company Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. This Agreement is executed and delivered on the day and year first above written. By: Xxxxxxxx Xxxx Its: Chairman of the Board of Directors and Chair of the Compensation Committee of the Board of Directors LEGAL25589758.1 Xxxxxxxx Xxxxx LEGAL25589758.1 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) The Executive acknowledges that To the Company does not waive its right extent a provision in an employment agreement purports to seek recoupment require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of any bonuses this state and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executiveunenforceable. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In By accepting these PSUs, Participant acknowledges, understands and agrees that any award of PSUs, any Shares issued at vesting of the event PSUs, and any financial gain realized by Participant through sale of a restatement of the Shares underlying the PSUs are subject to the Company’s consolidated financial statements (occurring after Amended and Restated Clawback / Recoupment Policy and to the Effective Date) that reduces previously reported net income or increases previously reported net lossextent Participant is designated an “executive officer” by the Committee, the Company’s Rule 10D-1 Clawback Policy, as each is amended from time to time (collectively, the “Company shall have the right Recoupment Policies”). As such, any award of PSUs that was made to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied a Participant who is subject to the achievement of one Company Recoupment Policies, and any Shares acquired pursuant to such PSUs shall be subject to deduction, clawback or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifforfeiture, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event provided under the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Policies. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and Participant further agrees that the company PSUs and any financial gain realized by Participant through the PSUs shall have be subject to forfeiture, deduction, and/or repayment to the right Company to the extent required to comply with any Applicable Laws. In order to satisfy any recoupment obligation arising under the Company Recoupment Policies, any other clawback or recoupment policy of the Company or otherwise under Applicable Laws, among other things, Participant expressly and explicitly authorizes the Company to issue instructions, on Participant’s behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any Shares or other amounts acquired pursuant to the PSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Company Recoupment Policies. The Company Recoupment Policies provide, among other things, that if Participant is terminated for Cause (as defined in the Plan) or commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee or management, to the extent delegated by the Committee, may direct the Company to (i) deduct cancel any outstanding portion of the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or PSUs and (ii) to take any other appropriate action to recoup such paymentsrecover all or a portion of the financial gain realized by Participant through the PSUs. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective DateExecution Date of this Agreement) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In Any Award granted pursuant to the Plan is subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is or in the future becomes subject to any Company “clawback” or recoupment policy that requires the repayment by the Grantee to the Company of compensation paid by the Company to the Grantee in the event that the Grantee fails to comply with, or violates, the terms or requirements of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the date on which the Company is required to prepare an accounting restatement of due to material noncompliance by the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation received by the Executive the grant of which was tied to the achievement of one or more specific earnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatementmisconduct, with any financial reporting requirement under the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such paymentsfederal securities laws. (b) The Executive acknowledges that Furthermore, if the Company does not waive its right is required to seek recoupment prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount of any bonuses payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and payments as described under this Section 12 for failure to demand repayment or reduce Exchange Commission (whichever first occurred) of the payments made to the Executive. Any financial document that contained information affected by such waiver must be done in a writing that is signed by both the Company and the Executivematerial noncompliance. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, Notwithstanding any other rights provision of the Plan or remedies that any provision of any Award Agreement, if the Company may have under law is required to prepare an accounting restatement, then Grantees shall forfeit any cash or Shares received in equityconnection with an Award (or an amount equal to the Fair Market Value of such Shares on the date of delivery if the Grantee no longer holds the Shares) if pursuant to the terms of the Award Agreement for such Award, includingthe amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, without limitationgains, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with performance goals) that are later determined, as a result of the Executiveaccounting restatement, not to have been achieved.

Recoupment. This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (ai) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Adjustments In the event of a restatement stock split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Legends All share certificates representing the Stock issued in connection with this Grant shall, where applicable, have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the Company’s consolidated financial statements (occurring after Commonwealth of Massachusetts, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the Effective Date) substantive law of another jurisdiction. Other Agreements You agree, as a condition of this grant, that reduces previously reported net income you will execute such documents as necessary to become a party to any stockholder agreement or increases previously reported net lossvoting trust as the Company may require. Data Privacy To administer the Plan, the Company shall have may process personal data about you. Such data includes, but is not limited to the right to take information provided in this Agreement and any changes thereto, other appropriate action to recoup from the Executive any portion of any bonus personal and financial data about you such as home address and business addresses and other equity or non-equity compensation received contact information, and any other information that might be deemed appropriate by the Executive Company to facilitate the grant administration of which was tied the Plan. By accepting this grant, you give explicit consent to the achievement of one or more specific earnings targets (e.g.Company to process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work, revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.)including, with respect to the period for which such financial statements are or will be restatednon-U.S. resident grantees, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) United States, to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both transferees who will include the Company and the Executive. (c) The rights contained in this Section 12 shall be in addition to, and shall not limit, any other rights or remedies that persons who are designated by the Company may have under law or in equity, including, without limitation, any rights to administer the Company may have under any other Company recoupment policy or other agreement or arrangement with the ExecutivePlan.