Common use of Violation of Covenants Clause in Contracts

Violation of Covenants. If a determination is made that Executive has breached any non-competition, non-solicitation, non-disparagement, confidential information or intellectual property covenant entered into at any time between Executive (on the one hand) and the Company or any affiliate (on the other hand), including any of the restrictive covenants in this Section 11, then: (A) the Company shall have no obligation to pay or provide any severance or benefits under Section 6, (B) all of Executive’s outstanding equity incentive awards (including any unexercised stock options or unvested restricted stock or restricted stock units) shall terminate and be forfeited as of the date of the breach, (C) Executive shall reimburse the Company for any amount already paid under Section 6, and (D) Executive shall repay to the Company an amount equal to the aggregate “spread” (as defined below) on all stock options exercised during the period beginning one year prior to the earlier of the date of termination or the first date on which Executive breached any such covenant (“Breach Date”) and ending on the later of the date of termination or the Breach Date (the “Recoupment Period”). For purposes of the preceding sentence, any determination that Executive has breached any restrictive covenants shall be made, prior to the Effective Date, by the Company in good faith, and following the Effective Date, by a court of competent jurisdiction or arbitrator. For purposes of this Section 11(i), “spread” in respect of any stock option shall mean the product of the number of shares as to which such stock option has been exercised during Recoupment Period, multiplied by the difference between the closing price of the common stock on the exercise date (or if the common stock did not trade on the New York Stock Exchange or other exchange, if any, on which common stock had a higher trading volume at the time, on the exercise date, the most recent date on which the common stock did so trade) and the exercise price of the stock options. ADMIN/21794887v3

Violation of Covenants. If a determination is made that Executive has breached any non-competition, non-solicitation, non-disparagement, confidential information or intellectual property covenant entered into at any time between Executive (on the one hand) and the Company or any affiliate (on the other hand), including any of the restrictive covenants in this Section 11, then: (A) the Company shall have no obligation to pay or provide any severance or benefits under Section 6, (B) all of Executive’s outstanding equity incentive awards (including any unexercised stock options or unvested restricted stock or restricted stock units) shall terminate and be forfeited as of the date of the breach, (C) Executive shall reimburse the Company for any amount already paid under Section 6, and (D) Executive shall repay to the Company an amount equal to the aggregate “spread” (as defined below) on all stock options exercised during the period beginning one year prior to the earlier of the date of termination or the first date on which Executive breached any such covenant (“Breach Date”) and ending on the later of the date of termination or the Breach Date (the “Recoupment Period”). For purposes of the preceding sentence, any determination that LEGAL02/21751871v13 Executive has breached any restrictive covenants shall be made, prior to the Effective Date, by the Company in good faith, and following the Effective Date, by a court of competent jurisdiction or arbitrator. For purposes of this Section 11(i), “spread” in respect of any stock option shall mean the product of the number of shares as to which such stock option has been exercised during Recoupment Period, multiplied by the difference between the closing price of the common stock on the exercise date (or if the common stock did not trade on the New York Stock Exchange or other exchange, if any, on which common stock had a higher trading volume at the time, on the exercise date, the most recent date on which the common stock did so trade) and the exercise price of the stock options. ADMIN/21794887v3.