Common use of Reimbursement by Employee Clause in Contracts

Reimbursement by Employee. Employee hereby agrees that if (a) any gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), (b) in the Committee’s sole discretion Employee engaged in fraud or conduct known by him or her to be in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for the fraudulent activity or restatement, and (c) in the Committee’s judgment in light of relevant facts and circumstances less gain would have been realized by Employee absent such restatement or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of proceeds received by Employee from the sale of such Stock acquired upon Vesting of Restricted Stock Units.

Reimbursement by Employee. Employee hereby agrees that if (a) the payment of any Value Management Award or gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were was predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), (b) in the Committee’s sole discretion Employee engaged in fraud or conduct known by him or her to be in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for the fraudulent activity or restatement, and (c) in the Committee’s judgment in light of relevant facts and circumstances a lower payment would have been made to, or less gain would have been realized by by, Employee absent such restatement or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company Company: (i) the entire amount of any such payment of such Value Management Award; and (ii) the entire amount of proceeds received by Employee from the sale of such Stock acquired upon Vesting of Restricted Stock Units.

Reimbursement by Employee. Employee hereby agrees that if (a) the payment of any Value Management Award or gains realized upon exercise of Vested Stock Options or sale of Stock acquired upon Vesting of any Restricted Stock Units were was predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), (b) in the Committee’s sole discretion Employee engaged in fraud or conduct known by him or her to be in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for the fraudulent activity or restatement, and (c) in the Committee’s judgment in light of relevant facts and circumstances a lower payment would have been made to, or less gain would have been realized by by, Employee absent such restatement or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company Company: (i) the entire amount of any such payment of such Value Management Award; and (ii) the entire amount of proceeds received by Employee from the exercise of such Vested Stock Options or the sale of such Stock acquired upon Vesting of Restricted Stock Units.

Reimbursement by Employee. Employee hereby agrees that if that, immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of any proceeds received by Employee from the sale of Stock acquired upon Vesting of Restricted Stock Units if: (a) any the gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), ; (b) in the Committee’s sole discretion discretion, Employee engaged in fraud conduct the Employee knew or conduct reasonably should have known by him or her to be was in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for policy; (c) such conduct was a direct cause of the fraudulent activity or restatement, ; and (cd) in the Committee’s judgment sole discretion, in light of relevant facts and circumstances less gain circumstances, lesser gains from the sale such Stock would have been realized by by, Employee absent such restatement fraudulent activity or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of proceeds received by Employee from the sale of such Stock acquired upon Vesting of Restricted Stock Unitsmaterial negative restatement.

Reimbursement by Employee. Employee hereby agrees that if that, immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of any payment made to Employee in connection with the Value Management Award or of any proceeds received by Employee from the sale of Stock acquired upon Vesting of Restricted Stock Units if: (a) any the payment of the Value Management Award or the gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), ; (b) in the Committee’s sole discretion discretion, Employee engaged in fraud conduct the Employee knew or conduct reasonably should have known by him or her to be was in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for policy; (c) such conduct was a direct cause of the fraudulent activity or restatement, ; and (cd) in the Committee’s judgment sole discretion, in light of relevant facts and circumstances less gain circumstances, a lower payment in connection with the Value Management Award would have been made to, or lesser gains from the sale such Stock would have been realized by by, Employee absent such restatement fraudulent activity or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company the entire amount of proceeds received by Employee from the sale of such Stock acquired upon Vesting of Restricted Stock Unitsmaterial negative restatement.

Reimbursement by Employee. Employee hereby agrees that if (a) the payment of any Value Management Award or gains realized upon sale of Stock acquired upon Vesting of any Restricted Stock Units were was predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a material negative restatement of the Company’s 's financial statements as filed with the Securities and Exchange Commission (SEC), (b) in the Committee’s 's sole discretion Employee engaged in fraud or conduct known by him or her to be in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for the fraudulent activity or restatement, and (c) in the Committee’s 's judgment in light of relevant facts and circumstances a lower payment would have been made to, or less gain would have been realized by by, Employee absent such restatement or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company Company: (i) the entire amount of any such payment of such Value Management Award; and (ii) the entire amount of proceeds received by Employee from the sale of such Stock acquired upon Vesting of Restricted Stock Units.

Reimbursement by Employee. Employee hereby agrees that if (a) the payment of any Value Management Award or gains realized upon exercise of Vested Stock Options or sale of Stock acquired upon Vesting of any Restricted Stock Units were was predicated upon the achievement of financial results that were the product of fraudulent activity or were subsequently the subject of a 6 | PLUM CREEK 2009 FORM 10-K material negative restatement of the Company’s financial statements as filed with the Securities and Exchange Commission (SEC), (b) in the Committee’s sole discretion Employee engaged in fraud or conduct known by him or her to be in violation of SEC rules and regulations or Company policy that caused Employee to be personally responsible for the fraudulent activity or restatement, and (c) in the Committee’s judgment in light of relevant facts and circumstances a lower payment would have been made to, or less gain would have been realized by by, Employee absent such restatement or fraudulent activity, then immediately upon demand by the Committee, Employee shall reimburse the Company Company: (i) the entire amount of any such payment of such Value Management Award; and (ii) the entire amount of proceeds received by Employee from the exercise of such Vested Stock Options or the sale of such Stock acquired upon Vesting of Restricted Stock Units.