Common use of Special Forfeiture/Repayment Rules Clause in Contracts

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Stock Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's termination of employment with the Cardinal Group regardless as a Director of the reasonCompany, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced set forth in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch conduct below, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with service as a Director of the Cardinal GroupCompany, but including any period between the time of Grantee's termination and engagement the time Grantee engaged in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) the Option (or any part thereof Restricted Shares that has have not been exercised) yet vested shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise vesting of such Optionall Restricted Shares, measured at as of the date of exercise vesting (i.e., the difference between the market value of the Restricted Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Optionof vesting), with respect to any portion of the Option that has have already been exercised vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Shares, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Shares and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Shares to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph Paragraph 5 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 7 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 7 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement the time of Grantee's engaging in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph Paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph Paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph Paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Paragraph 6 and Grantee's continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal CareFusion Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph Paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the to Company an amount equal to (x) the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less (y) minus $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph Paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph Paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph Paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement Agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement Agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three two years following Grantee's termination a Termination of employment with Employment (without regard to the Cardinal Group Consulting Period as defined in the Employment Agreement) regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct or in Competitor Triggering Conduct during the time period set forth in the preceding sentence sentence, then, as to such portion of the Option that is unvested or that became vested within no more than two years prior to the date Awardee engages in Competitor Triggering Conduct during the time period referenced in the definition of "or Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three two years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void; provided, further, however, that the provisions of the Employment Agreement and paragraph 13 of this agreement shall take precedence over this paragraph 6(b). Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph Paragraph 5 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 7 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 7 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement the time of Grantee’s engaging in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph Paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph Paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph Paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Optionee continues as an employee with the Cardinal Group Company and for three two years (or one year in the case of Triggering Conduct under Section 2.1(c)(3)) following Grantee's Optionee’s termination of employment with the Cardinal Group Company regardless of the reasonreason (“Restricted Period”), Grantee Optionee agrees not to engage in Triggering Conduct. If Grantee Optionee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 aboveRestricted Period, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Optionee shall, within 30 days following written notice from the Company, pay the Company an amount equal to (1) the gross option gain realized or obtained by Grantee Optionee or any transferee resulting from the exercise of such Option, measured at by the date greater of exercise (i.e., i) the difference between the market value Fair Market Value of the Shares Option Stock underlying the Option on the exercise date and the exercise price paid for such Shares Option Stock and (ii) the positive difference, if any, between the Fair Market Value of the Option Stock underlying the Option)Option on the date of disposition of such Option Stock and the exercise price paid for such Option Stock, with respect to any portion of the Option that has had already been exercised at any time within three two years prior to the Triggering Conduct (the "“Look-Back Period"”), less (2) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Optionee may be released from Grantee's Optionee’s obligations under this paragraph 6 if and Section 2.1 only if the Committee Company (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenantSection 2.1 prohibits Optionee from engaging in Triggering Conduct. This paragraph 6 doesViolation of this Section 2.1 shall, however, prohibit certain conduct while Grantee is associated with result in the Cardinal Group and thereafter and does provide for the economic forfeiture or repayment of the benefits granted by this agreement Agreement, as provided above, under certain circumstances, including, but not limited to, Grantee's Optionee’s acceptance of employment with an entity that is in competition with the business conducted by the Company or any of its subsidiaries or affiliates (a “Competitor”). Grantee Optionee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employerCompetitor, before accepting employmentemployment or other service engagement, of the terms of this paragraph 6 Section 2.1 and Grantee's Optionee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, modify or otherwise impact any separate noncompete restrictive covenant or other agreement Agreement to which Grantee Optionee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Optionee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of Option grant hereunder and for exposing Grantee Optionee to the Company's ’s business operations and confidential informationConfidential Information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Optionee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Optionee and that the Company is unwilling to provide grant the Option to Grantee Optionee without including the restrictions and covenants of Grantee Optionee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeAgreement.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Stock Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment of Shares pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph Section 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph item 6 and the Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, to any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreementitem 6. Further, the parties agree and acknowledge that the provisions contained in paragraphs items 5 and 6 are ancillary to, or material provisions to and part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) then Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If Awardee engages in conduct that is in violation of the covenants and restrictions contained in this Agreement, then Awardee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenmay have: (a) the Option (or any part thereof Restricted Shares that has have not been exercised) yet vested shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise vesting of such Optionall Restricted Shares, measured at as of the date of exercise Vesting Date (i.e., the difference between the market value of the Restricted Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionVesting Date), with respect to any portion of the Option that has have already been exercised vested at any time within three years prior to the Triggering Conduct conduct by Awardee that is in violation of the covenants and restrictions of this Agreement (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 12 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitorcompetitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Agreement and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions and covenants of Awardee contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Shares, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Shares and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Shares to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and Paragraph 6 and, if applicable, Paragraph 10 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) the Option (or any part thereof Restricted Shares that has have not been exercised) yet vested shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise vesting of such Optionall Restricted Shares, measured at as of the date of exercise vesting (i.e., the difference between the market value of the Restricted Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Optionof vesting), with respect to any portion of the Option that has have already been exercised vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Shares, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Shares and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Shares to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reasonGroup, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch time, then: (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Share Units, measured at the date of exercise vesting (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionvesting date), with respect to any portion of the Option Restricted Share Units that has already been exercised vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph item 6 and the Grantee's continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeitem 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. In addition, Grantee agrees not to engage in Competitor Triggering Conduct during the time period set forth in paragraph 5 above. If Grantee engages in Triggering Conduct during the time period set forth in the preceding first sentence of this paragraph 6 or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reasonGroup, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence conduct or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch time, then: (a) the Option Restricted Shares (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Shares, measured at the date of exercise vesting (i.e., the difference between the market value of the Restricted Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Optionvesting date), with respect to any portion of the Option Restricted Shares that has already been exercised vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph item 6 and the Grantee's continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionRestricted Shares, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Shares and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option Restricted Shares to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeitem 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group Company or any of its affiliates and for three years one (1) year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) then Grantee shall, within 30 sixty (60) days following written notice from the CompanyCompany (subject to the opportunity to cure described below), pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Section 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Before the Company seeks recovery from Grantee engages only in Competitor Triggering Conductpursuant to the foregoing sentence, then the Look-Back Period Grantee shall be shortened provided an opportunity to exclude any period more than one year prior be heard by the full Committee and an opportunity to cure the material breach, if curable, within thirty (30) days from the written notice of such material breach is received by Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 Section 5 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenantrelease. This paragraph 6 does, however, prohibit Section 5 prohibits certain conduct while Grantee is associated with the Cardinal Group Company or any of its affiliates and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited towithout limitation, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Sections 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's termination of employment with service on the Cardinal Group regardless of the reasonBoard, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced set forth in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch conduct below, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's termination of service on the Board and engagement the time Grantee engaged in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If Awardee engages in conduct that is in violation of the covenants and restrictions contained in this agreement, then Awardee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenmay have: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct conduct by Awardee that is in violation of the covenants and restrictions of this agreement (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 13 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days days’ written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, competitor and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 agreement and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions and covenants of Awardee contained in this agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 paragraph 7 and, if applicable, paragraph 11 above are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three two years following Grantee's termination a Termination of employment with Employment (without regard to the Cardinal Group Consulting Period as defined in the Employment Agreement) regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 as defined above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three two years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void; provided, further, however, that the provisions of the Employment Agreement and Paragraph 13 of this Agreement shall take precedence over this Paragraph 5(b). Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during conduct that is in violation of the time period set forth covenants and restrictions contained in this Agreement, then Grantee shall be subject to the preceding sentence or following special forfeiture/repayment rules in Competitor Triggering Conduct during addition to any other remedy that the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenCardinal Group may have: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (or any part thereof as defined below) with respect to such conduct that has is in violation of the covenants and restrictions contained in this Agreement and have not yet been exercised) settled by a payment pursuant to Paragraph 14 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 7 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct conduct by Grantee that is in violation of the covenants and restrictions contained in this Agreement (the "Look-Back Period"), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 Paragraph 13 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitorcompetitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Agreement and Grantee's continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions and covenants of Grantee contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 Paragraph 7 and, if applicable, Paragraph 11 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If Awardee engages in conduct that is in violation of the covenants and restrictions contained in this Agreement, then Awardee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenmay have: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (or any part thereof as defined below) with respect to such conduct that has is in violation of the covenants and restrictions contained in this Agreement and have not yet been exercised) settled by a payment pursuant to Paragraph 13 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 13 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct conduct by Awardee that is in violation of the covenants and restrictions contained in this Agreement (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 12 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitorcompetitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Agreement and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions and covenants of Awardee contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and Paragraph 6 and, if applicable, Paragraph 10 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during conduct that is in violation of the time period set forth covenants and restrictions contained in this agreement, then Grantee shall be subject to the preceding sentence or following special forfeiture/repayment rules in Competitor Triggering Conduct during addition to any other remedy that the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenCardinal Group may have: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct conduct by Grantee that is in violation of the covenants and restrictions of this agreement (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 13 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days days' written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, competitor and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 agreement and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions and covenants of Grantee contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 paragraph 7 and, if applicable, paragraph 11 above are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's Awardee’s termination of employment with service on the Cardinal Group Board regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" Conduct set forth in paragraph Paragraph 5 above, then: (a) any Restricted Stock Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee the Awardee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's Awardee’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's Awardee’s termination of service on the Board and engagement the time Awardee engaged in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and Paragraph 5 only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Paragraph 5 does prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, including but not limited to, Grantee's to the Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's of the Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, including but not limited to, to any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/ certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Paragraph 5 are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employmentRestricted Stock Units, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee, and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs this Paragraph 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's Awardee’s termination of employment with service on the Cardinal Group Board regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" Conduct set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee the Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the aggregate gross option gain realized or obtained by Grantee or any transferee the Awardee resulting from the exercise settlement of such Option, all Restricted Share Units (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's Awardee’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's Awardee’s termination of service on the Board and engagement the time Awardee engaged in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and Paragraph 5 only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Paragraph 5 does prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, including but not limited to, Grantee's to the Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's of the Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, including but not limited to, to any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/ certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Paragraph 5 are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employmentRestricted Share Units, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs this Paragraph 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If Awardee engages in conduct that is in violation of the covenants and restrictions contained in this agreement, then Awardee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenmay have: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct conduct by Awardee that is in violation of the covenants and restrictions of this agreement (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from GranteeAwardee's obligations under this paragraph 6 13 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days days' written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, competitor and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 agreement and GranteeAwardee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions and covenants of Awardee contained in this agreement are being made for the benefit of the Company in consideration of GranteeAwardee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 paragraph 7 and, if applicable, paragraph 11 above are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during conduct that is in violation of the time period set forth covenants and restrictions contained in this agreement, then Grantee shall be subject to the preceding sentence or following special forfeiture/repayment rules in Competitor Triggering Conduct during addition to any other remedy that the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenCardinal Group may have: (a) the Option granted under this agreement (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct conduct by Grantee that is in violation of the covenants and restrictions of this agreement (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 13 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days days’ written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, competitor and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 agreement and Grantee's ’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions and covenants of Grantee contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 paragraph 7 and, if applicable, paragraph 11 above are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during prior to the time period referenced second anniversary of the date on which the Restricted Share Units vest hereunder, then subject to Grantee's rights of Due Process (as defined in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: Employment Agreement): (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and and (b) the Grantee shall, within 30 60 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Share Units, measured at the date of exercise vesting (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"vesting date), less $1.00. If ; provided, the Grantee engages only shall not be deemed to have engaged in Competitor Triggering Conduct, then the Look-Back Period Conduct until he shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conducthave been afforded Due Process. The Grantee may be released from Grantee's obligations under this paragraph 6 if and Section 7 only if the Committee (or its duly appointed designeeagent ) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Section 7 constitutes a so-called "noncompetenon-compete" covenant. This paragraph 6 doesHowever, however, this Section 7 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees This Agreement is subject to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and voidGrantee's Employment Agreement. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 7 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable considerationRestricted Share Units, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeSection 7.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Share Units, measured at the date of exercise vesting (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionvesting date), with respect to any portion of the Option Restricted Share Units that has already been exercised vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Share Units, measured at the date of exercise vesting (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionvesting date), with respect to any portion of the Option Restricted Share Units that has already been exercised vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with to provide services to the Cardinal Group and for three years following Grantee's ’s termination of employment with provision of services to the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If Awardee engages in conduct that is in violation of the covenants and restrictions contained in this Agreement, then Awardee shall be subject to the following special forfeiture/repayment rules in addition to any other remedy that the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenmay have: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (or any part thereof as defined below) with respect to such conduct that has is in violation of the covenants and restrictions contained in this Agreement and have not yet been exercised) settled by a payment pursuant to Paragraph 13 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 13 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct conduct by Awardee that is in violation of the covenants and restrictions contained in this Agreement (the "Look-Back Period"), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from GranteeAwardee's obligations under this paragraph 6 Paragraph 12 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitorcompetitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Agreement and GranteeAwardee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.obligations

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to GranteeAwardee's termination Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from GranteeAwardee's obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, GranteeAwardee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and GranteeAwardee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of GranteeAwardee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's Awardee’s termination of employment with service on the Cardinal Group Board regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" Conduct set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee the Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by Grantee the Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's Awardee’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's Awardee’s termination of service on the Board and engagement the time Awardee engaged in Competitor Triggering Conduct. Grantee The Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This However, this paragraph 6 does, however, does prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, Grantee's to the Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's of the Awardee’s continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, including but not limited to, to any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement paragraph 6 are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Awardee, and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and this paragraph 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as If Grantee continues as an employee with engages in (I) Triggering Conduct under 9(c) of the Cardinal Group and for three years following Employment Agreement prior to the second anniversary of Grantee's termination of employment with the Cardinal Group regardless or (II) Triggering Conduct under Sections 9(b) or 9(f) of the reason, Grantee agrees not Employment Agreement prior to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence third anniversary of Grantee's termination of employment with Cardinal Group or in (III) Competitor Triggering Conduct during prior to the time period referenced first anniversary of Grantee's termination of employment with the Cardinal Group, and in the definition case of "Competitor Triggering Conduct" set forth in paragraph 5 above(I), (II), and (III), such conduct also occurs prior to the second anniversary of the date on which the SAR vests hereunder, then:, subject to the Grantee's rights of Due Process (as defined in the Employment Agreement): (a) the Option SAR (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal shall forfeit (or shall repay to the gross option gain realized or obtained by Grantee or any transferee resulting extent already paid to Grantee) the SAR Spread that has resulted from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option)SAR, with respect to any portion of the Option SAR that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), ) less $1.00. If 1.00 and the Company shall reduce the notional amount credited to Grantee in accordance with Section 1(d) and that will be paid out as the SAR Payment by such amount; provided that Grantee shall not be deemed to have engaged in Triggering Conduct or Competitor Triggering Conduct until he shall have been afforded Due Process (as defined in the Employment Agreement); and provided further that if Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one one-year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and Section 7 only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Section 7 constitutes a so-called "noncompete" covenant. This paragraph 6 Section 7 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, to Grantee's acceptance of employment with a Competitor. Grantee agrees This agreement is subject to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, provisions of the terms of this paragraph 6 and Grantee's continuing obligations contained hereinEmployment Agreement. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 7 are being made for the benefit of the Company in consideration of Grantee's receipt of the OptionSAR, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option SAR and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option SAR to Grantee without including the restrictions and covenants of Grantee contained in this agreementSection 7. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 Section 6 and 6 Section 7 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during conduct that is in violation of the time period set forth covenants and restrictions contained in this agreement, then Grantee shall be subject to the preceding sentence or following special forfeiture/repayment rules in Competitor Triggering Conduct during addition to any other remedy that the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, thenCardinal Group may have: (a) the Option granted under this agreement (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct conduct by Grantee that is in violation of the covenants and restrictions of this agreement (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. The Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitorcompetitor of the Cardinal Group, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 agreement and the Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, to any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; Policies provided, however, that to the extent that any such provisions contained in any other agreement are is inconsistent in any manner with to the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence precedent and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions and covenants of Grantee contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph Section 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering ConductConduct . The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph item 6 and the Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, to any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreementitem 6. Further, the parties agree and acknowledge that the provisions contained in paragraphs items 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's termination of employment with service on the Cardinal Group regardless of the reasonBoard, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovebelow, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 5 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 5 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's termination of service on the Board and engagement the time Grantee engaged in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Awardee’s Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee To the extent permitted by Applicable Law, if Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three two years following Grantee's termination Termination of employment with Employment (without regard to the Cardinal Group Consulting Period as defined in the Employment Agreement) regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three two years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void; provided, further, however, that the provisions of the Employment Agreement and Paragraph 14 of this Agreement shall take precedence over this Paragraph 5(b). Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) then Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionRestricted Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as If Grantee continues as an employee with engages in Triggering Conduct prior to the Cardinal Group and for three years following second anniversary of the date on which the Option vests hereunder or in Competitor Triggering Conduct prior to the sooner to occur of (a) the first anniversary of Grantee's termination of employment with the Cardinal Group regardless and (b) the second anniversary of the reasondate on which the Option vests hereunder, Grantee agrees not then, subject to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth Grantee's rights of Due Process (as defined in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then:Employment Agreement): (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 60 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"Shares), less $1.00. If ; provided, Grantee engages only shall not be deemed to have engaged in Triggering Conduct or Competitor Triggering Conduct, then Conduct until he shall have been afforded Due Process (as defined in the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering ConductEmployment Agreement). The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees This agreement is subject to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, provisions of the terms of this paragraph 6 and Grantee's continuing obligations contained hereinEmployment Agreement. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, to any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreementitem 6. Further, the parties agree and acknowledge that the provisions contained in paragraphs items 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement the time of Awardee’s engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination of employment with service on the Cardinal Group regardless of the reasonBoard, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then:Grantee (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's ’s termination of service on the Board and engagement the time Grantee engaged in Competitor Triggering Conduct. As used herein, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information, trade secrets or other business sensitive information or material concerning the Company or its subsidiaries (collectively, the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies and/or Certificate of Compliance with Company Business Ethics Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of (whether as an employee, officer, director, agent, consultant or independent contractor), any person who was or is an employee, representative, officer, or director of the Cardinal Group at any time within the twelve (12) months prior to the termination of employment or service with the Cardinal Group; any action by Grantee and/or Grantee’s representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Cardinal Group and any of its customers, potential customers, vendors and/or suppliers that were known to Grantee; and breaching any provision of any benefit or severance agreement with a member of the Cardinal Group. As used herein, “Competitor Triggering Conduct” shall include, either during Grantee’s service as a Director or within one year following Grantee’s termination of service on the Board, accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of the Cardinal Group (a “Competitor”) including, but not limited to, employment or another business relationship with any Competitor if Grantee has been introduced to trade secrets, confidential information or business sensitive information during Grantee’s service as a Director of the Company and such information would aid the Competitor because the threat of disclosure of such information is so great that, for purposes of this agreement, it must be assumed that such disclosure would occur. For purposes of this agreement, the nature and extent of Grantee’s activities, if any, disclosed to and reviewed by the Nominating and Governance Committee of the Board (the “Nominating Committee”) prior to the date of Grantee’s termination of service on the Board shall not, unless specified to the contrary by the Nominating Committee in a written notice given to Grantee, be deemed to be Competitor Triggering Conduct. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and Section 5 only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Section 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Section 5 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Section 5 and of the Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, any to the then-most recent version of the Certificates Certificate of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 5 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs this Section 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's Awardee’s termination of employment with service on the Cardinal Group Board regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" Conduct set forth in paragraph Paragraph 5 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee the Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the aggregate gross option gain realized or obtained by Grantee or any transferee the Awardee resulting from the exercise settlement of such Option, all Restricted Share Units (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's Awardee’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's Awardee’s termination of service on the Board and engagement the time Awardee engaged in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and Paragraph 5 only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Paragraph 5 does prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, including but not limited to, Grantee's to the Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's of the Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, including but not limited to, to any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/ certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Paragraph 5 are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employmentRestricted Share Units, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs this Paragraph 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group Company or any of its affiliates and for three years one (1) year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) then Grantee shall, within 30 thirty (30) days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Section 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 Section 5 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, such release. The parties acknowledge and agree that such action is in the best interests of the Company. Nothing nothing in this paragraph 6 Section 5 constitutes a so-called "noncompete" “non-compete” covenant. This paragraph 6 Section 5 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group Company or any of its affiliates and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited towithout limitation, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Sections 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Optionee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee Optionee agrees not to engage in Triggering Conduct. If Grantee Optionee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Optionee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by Grantee Optionee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct Conduct, (the "Look-Back Period"), less y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Optionee may be released from Grantee's Optionee’s obligations under this paragraph Paragraph 6 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph Paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph Paragraph 6 does, however, prohibit certain conduct while Grantee Optionee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Optionee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Optionee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Optionee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee Optionee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Optionee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Optionee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Optionee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Optionee and that the Company is unwilling to provide the Option to Grantee Optionee without including the restrictions and covenants of Grantee Optionee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 Paragraphs 4 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to GranteeAwardee's termination Termination of employment with the Cardinal GroupEmployment, but including any period between the time of GranteeTermination of Employment and the time of Awardee's termination and engagement engaging in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's his or her obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "noncompete" covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, GranteeAwardee's acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and GranteeAwardee's continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of GranteeAwardee's receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.this

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal Group and for three years following Grantee's termination Awardee’s Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and only if the Committee Administrator (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination of employment with service on the Cardinal Group regardless of the reasonBoard, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" set forth in paragraph 5 above” below, then: (a) any Restricted Share Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 5 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee resulting from the exercise settlement of such Option, all Restricted Share Units pursuant to Paragraph 5 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Look- Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's ’s termination of service on the Board and engagement the time Grantee engaged in Competitor Triggering Conduct. As used in this Agreement, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information, trade secrets or other business sensitive information or material concerning the Company or its subsidiaries (collectively, the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies and/or Certificate of Compliance with Company Business Ethics Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment of (whether as an employee, officer, director, agent, consultant or independent contractor), any person who was or is an employee, representative, officer, or director of the Cardinal Group at any time within the twelve (12) months prior to the termination of employment or service with the Cardinal Group; any action by Grantee and/or Grantee’s representatives that either does or could reasonably be expected to undermine, diminish or otherwise damage the relationship between the Cardinal Group and any of its customers, potential customers, vendors and/or suppliers that were known to Grantee; and breaching any provision of any benefit or severance agreement with a member of the Cardinal Group. As used in this Agreement, “Competitor Triggering Conduct” shall include, either during Grantee’s service as a Director or within one year following Grantee’s termination of service on the Board, accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of the Cardinal Group (a “Competitor”) including, but not limited to, employment or another business relationship with any Competitor if Grantee has been introduced to trade secrets, confidential information or business sensitive information during Grantee’s service as a Director of the Company and such information would aid the Competitor because the threat of disclosure of such information is so great that, for purposes of this Agreement, it must be assumed that such disclosure would occur. For purposes of this Agreement, the nature and extent of Grantee’s activities, if any, disclosed to and reviewed by the Nominating and Governance Committee of the Board (the “Nominating Committee”) prior to the date of Grantee’s termination of service on the Board shall not, unless specified to the contrary by the Nominating Committee in a written notice given to Grantee, be deemed to be Competitor Triggering Conduct. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and Paragraph 4 only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Paragraph 4 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Paragraph 4 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, including but not limited to, to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 4 and of the Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, any to the then-most recent version of the Certificates Certificate of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Paragraph 4 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employmentRestricted Share Units, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 this Paragraph 4 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionRestricted Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 Paragraph 4 above, then: (a) any Performance Stock Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment of Shares pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee Awardee resulting from the exercise settlement of such Option, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Performance Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination Awardee’s Termination of employment with the Cardinal GroupEmployment, but including any period between the time of Grantee's termination Termination of Employment and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with with, or serving as a consultant or advisor or in any other capacity to to, a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's Awardee’s continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the OptionPerformance Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option Performance Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's Awardee’s termination of employment with service on the Cardinal Group Board regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" Conduct set forth in paragraph 5 Paragraph 4 above, then: (a) any Restricted Stock Units that have not yet vested or that vested within the Option Look-Back Period (as defined below) with respect to such Triggering Conduct or any part thereof that has Competitor Triggering Conduct and have not yet been exercised) settled by a payment pursuant to Paragraph 6 hereof shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexist; and (b) Grantee Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross option gain realized or obtained by Grantee or any transferee the Awardee resulting from the exercise settlement of such Option, all Restricted Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of exercise (i.e., the difference between the market value of the Shares underlying the Option Restricted Stock Units on the exercise date and the exercise price paid for such Shares underlying the Optionsettlement date), with respect to any portion of the Option ) that has have already been exercised settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee Awardee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's Awardee’s termination of employment with service on the Cardinal GroupBoard, but including any period between the time of Grantee's Awardee’s termination of service on the Board and engagement the time Awardee engaged in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 if and Paragraph 5 only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 doesHowever, however, this Paragraph 5 does prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, including but not limited to, Grantee's to the Awardee’s acceptance of employment with a Competitor. Grantee Awardee agrees to provide the Company with at least 10 ten (10) days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 Paragraph 5 and Grantee's of the Awardee’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, including but not limited to, to any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/ certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Paragraph 5 are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employmentRestricted Stock Units, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option Restricted Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee, and that the Company is unwilling to provide the Option Restricted Stock Units to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs this Paragraph 5 and 6 are ancillary to, to or part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with the Cardinal Group Employment regardless of the reason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by Grantee Awardee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less (y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Awardee may be released from Grantee's Awardee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Awardee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee Awardee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Awardee and that the Company is unwilling to provide the Option to Grantee Awardee without including the restrictions and covenants of Grantee Awardee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless as a Director of the reasonCompany, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such “Triggering Conduct during the time period set forth in the preceding sentence Conduct” or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch time, then: : (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), . less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of service as a Director of the Company. As used herein, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information or material concerning the Company or its subsidiaries (collectively, the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment with (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group; and breaching any provision of any benefit or severance agreement with a member of the Cardinal Group. As used herein, but including any period between the time of Grantee's termination and engagement in “Competitor Triggering Conduct” shall include accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of the Cardinal Group (a “Competitor”) either during or within one year following Grantee’s termination of service as a Director of the Company. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this paragraph Section 6 if and only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph Section 6 constitutes a so-called "“noncompete" ” covenant. This paragraph However, this Section 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Section 6 and of the Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 6 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeSection 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of certain "Competitor Triggering Conduct" set forth in paragraph 5 above(defined below), then: : (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any timeexercisable; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages the only in Triggering Conduct is Competitor Triggering ConductConduct (as defined below), then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. As used herein, "Triggering Conduct" shall include activity in competition with or inimical, contrary, or harmful to the interests of the Company, including, but not limited to the following: disclosing or misusing any confidential information or material concerning the Company; violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; accepting employment with or serving as a consultant, advisor, or any period between other capacity to an entity that is in competition with the time business conducted by any member of the Cardinal Group (a "Competitor") either during or within one year following Grantee's termination and engagement in of employment with the Cardinal Group ("Competitor Triggering Conduct"); directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group; and breaching any provision of any employment or severance agreement with a member of the Cardinal Group. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's obligations under this paragraph 6 if and item 7 only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 item 7 constitutes a so-called "noncompete" covenant. This paragraph 6 doesHowever, however, this item 7 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant consultant, advisor, or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 item 7 and of the Grantee's continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 7 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeitem 7.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph Section 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. The Grantee may be released from Grantee's obligations under this paragraph item 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph item 6 constitutes a so-called "noncompete" covenant. This paragraph However, this item 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph item 6 and the Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, including but not limited to, to any of the Certificates of Compliance with Company Policies and/or the Certificates Certificate of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreementitem 6. Further, the parties agree and acknowledge that the provisions contained in paragraphs items 5 and 6 are ancillary to, or material provisions to and part of, of an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with to provide services to the Cardinal Group and for three years following Grantee's termination of employment with provision of services to the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless as a Director of the reasonCompany, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesuch time, then: : (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Option Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the OptionOption Shares), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of service as a Director of the Company. As used herein, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information or material concerning the Company or its subsidiaries (collectively the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment with (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group, but including ; and breaching any period between provision of any benefit or severance agreement with a member of the time of Grantee's termination and engagement in Cardinal Group. As used herein “Competitor Triggering Conduct” shall include accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of Cardinal Group (a “Competitor”) either during or within one year following Grantee’s termination of service as a Director of the Company. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this paragraph Section 6 if and only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph Section 6 constitutes a so-called "“noncompete" ” covenant. This paragraph However, this Section 6 does, however, does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Section 6 and of the Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 6 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeSection 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during prior to the time period referenced second anniversary of the last Vesting Date, then, subject to Grantee's rights of Due Process (as defined in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: Employment Agreement): (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedvested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and and (b) the Grantee shall, within 30 60 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the exercise any vesting of such OptionRestricted Share Units which has occurred within the immediately preceding two years, measured at the date of exercise vesting (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"vesting date), less $1.00. If ; provided, the Grantee engages only shall not be deemed to have engaged in Triggering Conduct or Competitor Triggering Conduct, then the Look-Back Period Conduct until he shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conducthave been afforded Due Process. The Grantee may be released from Grantee's obligations under this paragraph 6 if and Section 8 only if the Committee (or its duly appointed designeeagent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 Section 8 constitutes a so-called "noncompetenon-compete" covenant. This paragraph 6 doesHowever, however, this Section 8 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, including but not limited to, to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions provision of this agreement shall diminish, negate negate, or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Section 8 are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable considerationRestricted Share Units, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee Grantee, and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is madeSection 8.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 above, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee may be released from Grantee's obligations under this paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph 6 constitutes a so-called "noncompete" covenant. This paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreement, the provisions of this agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions contained in this agreement are being made for the benefit of the Company in consideration of Grantee's receipt of the Option, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option and execution of this agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option to Grantee without including the restrictions and covenants of Grantee contained in this agreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Optionee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with the Cardinal Group regardless of the reason, Grantee Optionee agrees not to engage in Triggering Conduct. If Grantee Optionee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "Competitor Triggering Conduct" set forth in paragraph 5 abovesentence, then: (a) the Option (or any part thereof that has not been exercised) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable at any time; and (b) Grantee then Optionee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by Grantee Optionee or any transferee resulting from the exercise of such Option, measured at the date of exercise (i.e., the difference between the market value of the Shares underlying the Option on the exercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Option that has already been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less (y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group, but including any period between the time of Grantee's termination and engagement in Competitor Triggering Conduct. Grantee Optionee may be released from Grantee's Optionee’s obligations under this paragraph 6 Paragraph 5 if and only if the Committee (or its duly appointed designee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this paragraph 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. This paragraph 6 Paragraph 5 does, however, prohibit certain conduct while Grantee Optionee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph 6 and Grantee's continuing obligations contained herein. No provisions of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee Optionee may be a party, including, but not limited to, any certificate of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policiescompliance or similar attestation/certification signed by Optionee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee Optionee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and voidvoid as to this Agreement. Grantee Optionee acknowledges and agrees that the restrictions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's Optionee’s receipt of the Option, in consideration of employment, in consideration of exposing Grantee Optionee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Optionee further acknowledges that the receipt of the Option and execution of this agreement Agreement are voluntary actions on the part of Grantee Optionee and that the Company is unwilling to provide the Option to Grantee Optionee without including the restrictions and covenants of Grantee Optionee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 4 and 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's ’s termination of employment with the Cardinal Group regardless of the reason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in Triggering Conduct during the time period set forth in the preceding sentence or in Competitor Triggering Conduct during the time period referenced in the definition of "“Competitor Triggering Conduct" ” set forth in paragraph Paragraph 5 above, then: (a) the Option Restricted Share Units (or any part thereof that has have not been exercisedyet vested) shall immediately and automatically terminate, be forfeited, and shall cease to be exercisable vest at any time; and (b) Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by Grantee or any transferee resulting from the exercise vesting of such OptionRestricted Share Units, measured at the date of exercise Vesting Date (i.e., the difference between the market value of the Shares underlying the Option Restricted Share Units on the exercise date and the exercise price paid for such Shares underlying the OptionVesting Date), with respect to any portion of the Option Restricted Share Units that has already been exercised vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of employment with the Cardinal Group, but including any period between the time of Grantee's ’s termination and engagement the time of Grantee’s engaging in Competitor Triggering Conduct. Grantee may be released from Grantee's ’s obligations under this paragraph Paragraph 6 if and only if the Committee (or its duly appointed designee) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this paragraph Paragraph 6 constitutes a so-called "“noncompete" ” covenant. This paragraph Paragraph 6 does, however, prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including, but not limited to, Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least 10 days written notice prior to directly or indirectly accepting employment with or serving as a consultant or advisor or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this paragraph Paragraph 6 and Grantee's ’s continuing obligations contained herein. No provisions provision of this agreement Agreement shall diminish, negate or otherwise impact any separate noncompete or other agreement to which Grantee may be a party, including, but not limited to, any of the Certificates of Compliance with Company Policies and/or the Certificates of Compliance with Company Business Ethics Policies; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this agreementAgreement, the provisions of this agreement Agreement shall take precedence and such other inconsistent provisions shall be null and void. Grantee acknowledges and agrees that the restrictions provisions contained in this agreement Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the OptionRestricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Option Restricted Share Units and execution of this agreement Agreement are voluntary actions on the part of Grantee and that the Company is unwilling to provide the Option Restricted Share Units to Grantee without including the restrictions and covenants of Grantee contained in this agreementAgreement. Further, the parties agree and acknowledge that the provisions contained in paragraphs Paragraphs 5 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.