Common use of Sxxxxxxx-Xxxxx Act of 2002 Clause in Contracts

Sxxxxxxx-Xxxxx Act of 2002. (a) In the event the Executive or the Company is the subject of an investigation (whether criminal, civil, or administrative) involving possible violations of the United States federal securities laws by the Executive, the Manager of We Sell may, in his reasonable discretion based on the advice of counsel, direct the Company to withhold any and all Bonus or other incentive-based compensation payments to the Executive which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by the Company, which the Manager of We Sell believes, in his reasonable discretion based on the advice of counsel, may or could be considered to be clawed back under Rules passed by the SEC. The withholding of any such payment shall be until such time as the investigation is concluded without charges having been brought or until the successful conclusion of any legal proceedings brought in connection with such amounts. Except in the event of an admission of wrongdoing by the Executive or the final adjudication by a court or the SEC finding the Executive liable for or guilty of violating any of the federal securities laws or Rules, the Manager shall cause the Company to pay to the Executive such payments with interest thereon from the date accrued until the date of payment at the rate of 10% per annum. Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or by the SEC. (b) In the event that the Company restates any financial statements which have been contained in reports or registration statements filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Company shall recover from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the date on which the Company is required to prepare the restatement (ii) in excess of what would have been paid the Executive based on the restated results. Any rules passed by the SEC under Section 10D of the Securities Exchange Act of 1934 (added by Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act) shall be incorporated in this Agreement to the extent applicable. The Executive agrees to reimburse the Company for any incentive compensation received in excess of what would have been paid the Executive based on the restated results and/or profits realized from the sale of the Company’s securities (including the cash received from exercise of any options or other awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or registration statement (whichever comes first) containing the financial information required to be restated. Notwithstanding anything to the contrary contained in this Section 21, this Section 21 shall not impose any liability on the Executive beyond any liability that is imposed under any Rules of the SEC or statutes providing the basis for such Rules. (c) Notwithstanding the last sentence of Section 21(b), if the Company’s common stock is listed on a national securities exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of the Sarbanes Oxley Act of 2002 requires, such rules shall be incorporated in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing any amendment to this Agreement required to incorporate such rules.

Sxxxxxxx-Xxxxx Act of 2002. (a) In the event the Executive or the Company Corporation is the subject of an investigation (whether criminal, civil, or administrative) involving possible violations of the United States federal securities laws by the Executive, the Manager of We Sell Compensation Committee or the Board may, in his reasonable discretion based on the advice of counselits sole discretion, direct the Company Corporation to withhold any and all Bonus or other incentive-based compensation payments to the Executive (whether compensation or otherwise) which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by the CompanyCorporation, which the Manager of We Sell Compensation Committee or the Board believes, in his reasonable discretion based on the advice of counselits sole discretion, may or could be considered an “extraordinary payment” and therefore at risk and potentially subject to, the provisions of Section 1103 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) (including, but not limited to, any severance payments made to be clawed back under Rules passed by the SECExecutive upon termination of employment). The withholding of any such payment shall be until such time as the investigation is concluded concluded, without charges having been brought or until the successful conclusion of any legal proceedings brought in connection with such amountsamounts as directed by the Compensation Committee or the Board to be withheld with or without the accruing of interest (and if with interest the rate thereof). Except in the event of by an admission of wrongdoing by the Executive or the final adjudication by a court or the SEC administrative agency finding the Executive liable for or guilty of violating any of the federal securities laws laws, rules or Rulesregulations, the Manager Compensation Committee or the Board shall cause the Company to pay to the Executive such payments with interest thereon from the date accrued until the date of payment at the rate of 10% per annumcompensation or other payments. Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or by the SECother administrative order. (b) In the event that the Company Corporation restates any financial statements which have been contained in reports or registration statements filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Company Corporation shall recover from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the date on which the Company Corporation is required to prepare the restatement (ii) in excess of what would have been paid the Executive based on under the restated resultsrestatement. Any rules passed by the SEC Securities and Exchange Commission under Section 10D of the Securities Exchange Act of 1934 (added by Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act) shall be incorporated in this Agreement to the extent applicable. The Executive agrees to reimburse the Company Corporation for any incentive compensation bonuses received in excess of what would have been paid the Executive based on the restated results and/or profits realized from the sale of the CompanyCorporation’s securities (including the cash received from exercise of any options (or other awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or registration statement (whichever comes first) containing the financial information required to be restated. Notwithstanding anything to the contrary contained in this Section 21Provided, however, this Section 21 shall not impose any liability on the Executive beyond any liability that is imposed under any Rules Section 304 of the SEC or statutes providing the basis for such RulesSOX. (c) Notwithstanding the last sentence of Section 21(b10(b), if the CompanyCorporation’s common stock is listed on a national securities exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of the Sarbanes Oxley Act of 2002 SOX requires, such rules shall be incorporated in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing any amendment to this Agreement required to incorporate such rulesAgreement.

Sxxxxxxx-Xxxxx Act of 2002. (a) In the event the Executive or the Company is the subject of an investigation (whether criminal, civil, or administrative) involving possible violations of the United States federal securities laws by the Executive, the Manager of We Sell Board may, in his reasonable discretion based on the advice of counselits sole discretion, direct the Company to withhold any and all Bonus or other incentive-based compensation payments to the Executive (whether compensation or otherwise) which would have otherwise been made pursuant to this Agreement or otherwise would have been paid or payable by the Board or the Company, which the Manager of We Sell Board believes, in his reasonable discretion based on the advice of counselits sole discretion, may or could be considered an “extraordinary payment” and therefore at risk and potentially subject to, the provisions of Section 1103 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) (including, but not limited to, any severance payments made to be clawed back under Rules passed by the SECExecutive upon termination of employment). The withholding of any such payment payments shall be occur until such time as the investigation is concluded without charges having been brought or until the successful conclusion of any legal proceedings brought in connection with such amountsamounts as directed by the Board to be withheld with or without the accruing of interest (and if with interest the rate thereof). Except in the event of by an admission of wrongdoing by the Executive or the final adjudication by a court or the SEC administrative agency finding the Executive liable for or guilty of violating any of the federal securities laws laws, rules or Rulesregulations, the Manager Board shall cause the Company to pay release to the Executive such payments with interest thereon from the date accrued until the date of payment at the rate of 10% per annumcompensation or other payments. Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or by the SECother administrative order. (b) In the event that the Company restates any financial statements which have been contained in reports or registration statements filed with the SEC, and the restatement of the prior financial statements is as the result of material noncompliance with any financial reporting requirement under the securities laws, the Executive hereby acknowledges that the Company shall recover from the Executive (i) incentive based compensation (including stock options) awarded during the three year period preceding the date on which the Company is required to prepare the restatement (ii) in excess of what would have been paid the Executive based on under the restated resultsrestatement. Any rules passed by the SEC Securities and Exchange Commission under Section 10D of the Securities Exchange Act of 1934 (added by Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act) shall be incorporated in this Agreement to the extent applicable. The Executive agrees to reimburse the Company for any incentive compensation bonuses received in excess of what would have been paid the Executive based on the restated results and/or profits realized from the sale of the Company’s securities (including the cash received from exercise of any options (or other awards of stock rights) during the 12-month period following the first public issuance or filing with the SEC of the report or registration statement (whichever comes first) containing the financial information required to be restated. Notwithstanding anything to the contrary contained in this Section 21Provided, however, this Section 21 shall not impose any liability on the Executive beyond any liability that is imposed under any Rules Section 304 of the SEC or statutes providing the basis for such RulesSOX. (c) Notwithstanding the last sentence of Section 21(b23(b), if the Company’s common stock is listed on a national securities exchange and such exchange adopts rules requiring clawbacks beyond what Section 304 of the Sarbanes Oxley Act of 2002 SOX requires, such rules shall be incorporated in this Agreement to the extent applicable and the Executive shall comply with such rules, including but not limited to executing any amendment to this Agreement required to incorporate such rulesAgreement.