Common use of Reimbursement by Employee Clause in Contracts

Reimbursement by Employee. Employee hereby agrees 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) 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, Employee engaged in conduct the Employee knew or reasonably should have known was in violation of SEC rules and regulations or Company policy; (c) such conduct was a direct cause of the fraudulent activity or restatement; and (d) in the Committee’s sole discretion, in light of relevant facts and 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, Employee absent such fraudulent activity or material negative restatement.

Reimbursement by Employee. Employee hereby agrees 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: that if (a) the payment of the any Value Management Award or the 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, discretion Employee engaged in fraud or conduct the Employee knew known by him or reasonably should have known was her to be in violation of SEC rules and regulations or Company policy; (c) such conduct was a direct cause of policy that caused Employee to be personally responsible for the fraudulent activity or restatement; , and (dc) in the Committee’s sole discretion, judgment in light of relevant facts and circumstances, circumstances a lower payment in connection with the Value Management Award would have been made to, or lesser gains from the sale such Stock less gain would have been realized by, Employee absent such restatement or fraudulent activity activity, then immediately upon demand by the Committee, Employee shall reimburse the 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 material negative restatementthe sale of such Stock acquired upon Vesting of Restricted Stock Units.

Reimbursement by Employee. Employee hereby agrees 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) 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, Employee engaged in conduct the Employee knew or reasonably should have known was in violation of Exhibit 10.25 SEC rules and regulations or Company policy; (c) such conduct was a direct cause of the fraudulent activity or restatement; and (d) in the Committee’s sole discretion, in light of relevant facts and 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, Employee absent such fraudulent activity or material negative restatement.