Common use of Clawback Provisions Clause in Contracts

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.

Clawback Provisions. (1) Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to forfeit his or her Award and return to the Company the RSUs received in this Award, and the underlying Shares amounts or shares of Common Stock distributed with respect to his or her Award (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. To the extent that Section 409A of the Code applies to any Award, the Company shall no exercise its rights under this Section in a manner that would operate to accelerate any payment or distribution in violation of Section 409A of the Code. (2) In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Company’s Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUsAward, if the Award award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs cash or the underlying Shares shares of Common Stock distributed in respect of vested Performance Share Units or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Common Stock distributed) that the Board of Directors, in its discretion, determines to be appropriate. . (3) In the event that that, Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs cash or the underlying Shares shares of Common Stock distributed in respect of vested Performance Share Units or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Common Stock distributed), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate. (4) The Award (including cash or shares of Common Stock distributed in respect of vested Performance Share Units or value thereof) shall also be subject to forfeiture to the extent required by applicable law.

Clawback Provisions. (i) Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committeeclawback provisions set forth below. As a result, Participant Grantee may be required to forfeit his or her Award and return to the Company the RSUs received in this Award, and the underlying Shares (amounts distributed with respect to his or the value thereof), her Award in the situations described below. Participant Grantee agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant Grantee by the Firm. Company (or a Subsidiary or Affiliate). (ii) In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that ParticipantGrantee’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of ParticipantGrantee’s RSUsAward, if the Award award was made prior to the restatement, would not have been awarded based upon the restated financial results, or if payment thereunder would not have been made or would have been made in a lesser amount, then Participant Grantee agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) this Award that the Board of DirectorsBoard, in its discretion, determines to be appropriate. . (iii) In the event that Participant(i) Grantee’s employment is terminated by the Firm Company for a Clawback Event or Cause, (ii) following the termination of ParticipantGrantee’s employment, the Company is or becomes aware that Participant Grantee committed an act that would have given rise to a termination for Cause, or (iii) during or following Grantee’s employment, Grantee violates a Clawback EventProtective Provision, then, then in either event, Participant any such event Grantee agrees to forfeit to the Company, Company (and if return to the Company if already paid) to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs or the underlying Shares or value thereof cash distributed in respect of vested Stock Units (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash distributed), that Participant Grantee was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of DirectorsBoard, in its discretion, determines to be appropriate. (iv) The Award (including cash distributed in respect of vested Stock Units) shall also be subject to forfeiture to the extent required by applicable law, and to the clawback provision in Section 22 of the Plan.

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. To the extent that Section 409A of the Code applies to any Award, the Company shall not exercise its rights under this Section 5.10 in a manner that would operate to accelerate any payment or distribution in violation of Section 409A of the Code. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.

Clawback Provisions. Notwithstanding anything to the contrary in this AgreementThe Grantee understands, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, acknowledges and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce claw back (recover), or not pay, up to fifty percent (50%) of the Grantee’s vested Shares, and/or cause the Grantee to forfeit up to one hundred percent (100%) of any of the Grantee’s Shares that have not yet vested pursuant to this Agreement, upon the occurrence of any of the following conditions: (a) as required pursuant to law, rule, regulation or stock exchange listing requirement or any policy of the Company adopted pursuant to any such law, rule, regulation or stock exchange listing requirement; (b) the Company issues a material restatement of its financial statements; (c) a subsequent finding that the financial information or performance metrics used to determine the amount of the incentive compensation are materially inaccurate, regardless of individual fault; (d) the Grantee engages in unethical or illegal conduct, or intentional misconduct that would give rise to a Termination for Cause; (e) the Company determines that the Grantee acted in a manner which is not in good faith and which materially disrupts, damages, impairs or interferes with the business of the Company and its affiliates, including First Financial Northwest Bank (the “Bank”); and (f) the Bank’s asset quality (determined by reference to past due and non-accrual loans divided by total loans, as calculated in the FDIC’s state profile for each comparable period) equals or exceeds 125% of the median level of banks headquartered in the State of Washington and remains above that 125% level for three consecutive quarters. In the case of a clawback, the Board must provide written notice to the Grantee (the “Clawback Notice”), no later than the third anniversary of the Grant Date (the “Clawback Notice Deadline”), that the Board intends to invoke the clawback provisions of this Section 16, with the Clawback Notice providing a summary of the reasons therefor. For the avoidance of doubt, the actual clawback need not occur by the Clawback Notice Deadline. In the case of a forfeiture of unvested Shares, the Clawback Notice must be provided to the Grantee before the end of the Period of Restriction to which the Shares relate, and the forfeiture by all legal means available, including, without limitation, by withholding shall occur as of the forfeited amount from other sums owed to Participant by date of the FirmClawback Notice (even if the Grantee has not yet terminated Service). In the event a clawback event occurs, the Board shall consider all relevant factors to determine the appropriate amount to recoup as well as the time and form of recoupment. The failure of the Company to exercise its clawback rights with respect to any clawback event shall not preclude it from exercising its clawback right should another clawback event occur. The provisions of this Section 16 shall apply only to Shares awarded under this Agreement, and not to any other Award. The provisions of this Section 16 may not be invoked by any person after the effective time of a restatement Change in Control. Nor shall the provisions of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may this Section 16 be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded invoked after the conduct Grantee terminates Service on account of death, Disability or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriateconnection with an Involuntary Separation from Service.

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs DCUs received in this Award, and cash payments in respect of the underlying Shares (or the value thereof)DCUs, in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. To the extent that Section 409A of the Code applies to any Award, the Company shall not exercise its rights under this Section 5.8 in a manner that would operate to accelerate any payment or distribution in violation of Section 409A of the Code. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUsDCUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs DCUs or the underlying Shares or value cash payments in respect thereof (regardless of whether vesting has occurred and underlying Shares cash has been distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs DCUs or the underlying Shares or value cash payments in respect thereof (regardless of whether vesting has occurred and underlying Shares cash has been distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.

Clawback Provisions. (i) Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committeeclawback provisions set forth below. As a result, Participant Grantee may be required to forfeit his or her Award and return to the Company the RSUs received in this Award, and the underlying Shares (amounts distributed with respect to his or the value thereof), her Award in the situations described below. Participant Grantee agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant Grantee by the Firm. Company (or a Subsidiary or Affiliate). (ii) In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that ParticipantGrantee’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of ParticipantGrantee’s RSUsAward, if the Award award was made prior to the restatement, would not have been awarded based upon the restated financial results, or if payment thereunder would not have been made or would have been made in a lesser amount, then Participant Grantee agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) this Award that the Board of DirectorsBoard, in its discretion, determines to be appropriate. . (iii) In the event that Participant(A) Grantee’s employment is terminated by the Firm Company for a Clawback Event or Cause, (iiB) following the termination of ParticipantGrantee’s employment, the Company is or becomes aware that Participant Grantee committed an act that would have given rise to a termination for Cause, or (C) during or following Grantee’s employment, Grantee violates a Clawback EventProtective Provision, then, then in either event, Participant any such event Grantee agrees to forfeit to the Company, Company (and if return to the Company if already paid) to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs or the underlying Shares or value thereof cash distributed in respect of vested Stock (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash distributed), that Participant Grantee was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of DirectorsBoard, in its discretion, determines to be appropriate. (iv) The Award (including cash distributed in respect of vested Stock) shall also be subject to forfeiture to the extent required by applicable law, and to the clawback provision in Section 22 of the Plan.

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award This award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant your unexercised options may be surrendered to the Company, or you may be required to return to pay the Company the RSUs gain you received in upon exercise of this Award, and the underlying Shares (or the value thereof), Award in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s your acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUsthe option award hereunder, if the Award was made awarded to you prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees you agree to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs unexercised options hereunder or the underlying Shares gain received upon exercise of this option, or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) portions thereof, that the Board of Directors, in its discretion, determines to be appropriate. You agree that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to you by the Company. In the event that Participant’s your employment is terminated by the Firm Company for a Clawback Event Event” (as defined below) or (ii) following the termination of Participant’s your employment, the Company is or becomes aware that Participant you committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees you agree to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs unexercised options hereunder or the underlying Shares gain received upon exercise of this option, or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant)portions thereof, that Participant was you received or were awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate. As used herein, the term “Clawback Event” means (i) your gross negligence, willful misconduct or willful malfeasance in connection with the performance of your job that has materially and adversely affected the Company’s reputation or business, (ii) your willful commission or participation in any violation of any law, rule or regulation applicable to the Company (unless you had a reasonable good faith belief that the act, omission or failure to act in question was not a violation of such law, rule or regulation) and such violation has materially and adversely affected the Company’s reputation or business or your ability to be associated with an investment company or an investment advisor, (iii) your theft, embezzlement or fraud in connection with the performance of your duties for the Company, and (iv) you are convicted of, or plead guilty or nolo contendere to, a crime committed during the course of your employment with, and performance of duties on behalf of, the Company that the Committee, acting in good faith, reasonably determines is likely to have a material and adverse effect on the reputation or business of the Company.

Clawback Provisions. Notwithstanding anything To the extent permitted by applicable law, 100% of all Cash Severance Payments and other benefits provided under this Agreement and all equity awards covering Company common stock that remain outstanding and/or eligible to vest following the Separation Date will be subject to recoupment or immediate forfeiture to the contrary Company: (1) in accordance with applicable law or listing requirements, including pursuant to the Company’s Incentive Compensation Recoupment Policy adopted by the Board in November 2023 and the requirements of Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and/or (2) upon either (x) a written determination in the sole discretion of the Board that you engaged in conduct that materially breached your continuing obligations to the Company under this Agreement, this Award is expressly made and/or the Restricted Covenant Agreement, or engaged in conduct that constituted “Cause” under the Equity Plan (either before or following the Separation Date), or (y) a finding by a court of competent jurisdiction or an applicable Government Agency that you engaged in bad faith conduct or conduct in violation of applicable law (either (1) or (2), a “Clawback Event”). For clarity, amounts subject to recoupment or cancellation pursuant to a Clawback Event will be computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions) and the terms Board or authorized committee thereof may determine in its sole discretion, the appropriate method for recouping or cancelling amounts, which may include, without limitation, requiring reimbursement of amounts previously paid, seeking recovery of any proceeds realized in respect of equity awards or shares issued thereunder, cancelling or rescinding any outstanding equity-based awards adjusting unpaid compensation or other set offs or any other method permitted by applicable law. No recovery of compensation under any such Clawback Event will be an event giving rise to a right to resign for good reason, constructive termination, or any similar term under any plan of or agreement with the Company. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company’s certificate of incorporation or bylaws to the contrary, you shall not be entitled to indemnification or advancement of expenses in connection with any enforcement of this Section 20 by the Company. The determination of whether a Clawback Event described in (2) above has occurred, whether to recoup or forfeit and/or the extent of any such recoupment or forfeiture appropriate and the method of such recoupment shall be determined by the Board in its sole discretion and provided further that in the event of any litigation, pre-suit demand, government investigation or similar proceeding relating to an action or event that may constitute a Clawback Event under 2(x) above, the Board’s determination may be deferred until such time as the Board determines to be appropriate, in its sole discretion. B▇▇▇▇ ▇▇▇▇▇▇ March 8, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.2024 Page 11

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to To the extent permitted by applicable law, 100% of all cash severance payments provided under this Agreement and all shares underlying the portion Accelerated RSUs (or, if you have sold any of the shares of Company common stock received in settlement of such Accelerated RSUs, the economic value thereof) will be subject to recoupment or immediate forfeiture to the Company: (1) in accordance with applicable law or listing requirements, including pursuant to the Company’s Incentive Compensation Recoupment Policy adopted by the Board in November 17, 2023 and the requirements of Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; (2) in accordance with the ▇▇▇▇ Innovations Incorporated Policy for Recoupment of Incentive Compensation, adopted by the Board effective February 26, 2019; and/or (3) upon either (x) a written determination in the reasonable, good faith discretion of the Board that you engaged in conduct that constituted “Cause” under the Employment Agreement (either before or following the Separation Date) or a material breach of your continuing obligations to the Company under this Agreement, the Employment Agreement and/or the Confidentiality Agreement, or (y) a finding by a court of competent jurisdiction that you engaged in bad faith conduct ((1), (2) or (3), a “Clawback Event”). For clarity, amounts subject to recoupment or cancellation pursuant to a Clawback Event will be computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions) and the Board or authorized committee thereof may determine in its reasonable, good faith discretion, the appropriate method for recouping or cancelling amounts, which may include, without limitation, requiring reimbursement of amounts previously paid, seeking recovery of any proceeds realized in respect of equity awards or shares issued thereunder, cancelling or rescinding any outstanding equity-based awards adjusting unpaid compensation or other set offs or any other method permitted by applicable law. No recovery of compensation under any such Clawback Event will be all) an event giving rise to a right to resign for good reason, constructive termination, or any similar term under any plan of or agreement with the Company. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the RSUs Company’s certificate of incorporation or bylaws to the underlying Shares contrary, you shall not be entitled to indemnification or value thereof (regardless advancement of expenses in connection with any enforcement of this Section 18 by the Company. The determination of whether vesting a Clawback Event described above (other than in connection with 3(y)) has occurred occurred, whether to recoup or forfeit and/or the extent of any such recoupment or forfeiture appropriate and underlying Shares distributed to Participant) that the method of such recoupment shall be determined by the Board of Directors, in its discretionreasonable, good faith discretion and provided further that in the event of any litigation, pre-suit demand, government investigation or similar proceeding relating to an action ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ March 24, 2024 Page 8 or event that may constitute a Clawback Event under 3(x) above, the Board’s determination may be deferred until such time as the Board determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its reasonable, good faith discretion, determines to be appropriate.

Clawback Provisions. (1) Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committeeclawback provisions set forth below. As a result, Participant may be required to forfeit his or her Award and return to the Company the RSUs received in this Award, and the underlying Shares amounts distributed with respect to his or her Award (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. . (2) In the event of a restatement of the Company’s 's financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Company's Board of Directors determines that Participant’s 's acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs's Award, if the Award award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs cash or the underlying Shares shares of Common Stock distributed in respect of vested Performance Units or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Common Stock distributed) that the Board of Directors, in its discretion, determines to be appropriate. . (3) In the event that that, Participant’s 's employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s 's employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of this Award or of the RSUs cash or the underlying Shares shares of Common Stock distributed in respect of vested Performance Units or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Common Stock distributed), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate. (4) The Award (including cash or shares of Common Stock distributed in respect of vested Performance Units or value thereof) shall also be subject to forfeiture to the extent required by applicable law.

Clawback Provisions. 4.01. Notwithstanding anything any provisions in this Agreement to the contrary contrary, any Grant Shares issued hereunder shall be subject to recoupment and recapture as provided in this AgreementSection 4 or to the extent necessary to comply with the requirements of any Company-adopted policy, this Award any laws or regulations, listing policy of any exchange or market. 4.02. By accepting these Grant Shares, Grantee agrees and acknowledges that he or she is expressly made obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture the Grant Shares (or monies received upon the sale of such shares) pursuant to such law, government regulation, stock exchange or market listing requirement or the terms herein. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture any such Grant Shares. 4.03. Absent any formal clawback policy of the Company, Grantee agrees that he/she shall forfeit and pay back to the Company all of such Grant Shares (or monies received upon the sale of such shares) if a majority of the members of the Board determine that the Grantee had committed a Cause Event during the period from the Grant Date to and including September 30, 2022. 4.04. Subject however to the provisions Subsection 4.03 above, if Grantee’s Continuous Business Relationship with the Company is terminated due to Grantee’s resignation or Disability (“Termination Event”) occurring in the Second or Third Periods, then in such event, the number of Grant Shares (or monies received upon the sale of such shares) subject to the terms clawback provision and shall be as follows: A. If the Termination Event occurs during the Second Period, then the Grantee shall forfeit and return 2/3rds of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Grant Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based monies received upon the restated financial results, then Participant agrees to forfeit and return sale of such shares) to the Company, to and B. If the extent permitted by applicable lawTermination Event occurs during the Third Period, then the portion (which may be all) Grantee shall forfeit and return 1/3rd of the RSUs Grant Shares (or monies received upon the underlying Shares or value thereof (regardless sale of whether vesting has occurred and underlying Shares distributed to Participantsuch shares) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.

Clawback Provisions. Notwithstanding anything To the extent he Target Bonus, and any and all stock based compensation (such as options and equity awards) earned during the Term of this Agreement was granted in whole or in part based on the attainment of financial reporting measures (collectively, the “Clawback Benefits”), then only such Target Bonus and stock based compensation based on the foregoing shall be subject to “Company Clawback Rights” as follows: During the Term and for a period of two (2) years thereafter, if there is a restatement of any financial results arising from non-compliance with any financial reporting requirements under securities laws from which any Clawback Benefits to Executive shall have been determined, Executive agrees to repay any amounts which were determined by reference to any Company financial results which were later restated (as defined below), to the contrary extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Company’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Company and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Company shall have the right to take any and all action to effectuate such adjustment. The calculation of the Revised Clawback Benefits amount shall be determined by the Compensation Committee in this Agreementgood faith and in accordance with applicable law, this Award is expressly made rules and regulations. The Clawback Rights shall terminate following a Change in Control (as hereinafter defined) if such Change of Control occurs prior to the two year period set forth herein, subject to the terms applicable law, rules and regulations. For purposes of this Section 4.10, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Company with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “D▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇-▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the D▇▇▇-▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor ▇ Act and any and all rules and regulations promulgated thereunder from time to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable lawtime in effect. Accordingly, the portion (which terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the D▇▇▇-▇▇▇▇▇ Act and such rules and regulation as hereafter may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred adopted and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriateeffect.

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the Legg Mason, ▇▇▇▇ . ▇▇▇▇▇, Inc. Clawback ack Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. To the extent that Section 409A of the Code applies to any Award, the Company shall not exercise its rights under this Section 5.10 in a manner that would operate to accelerate any payment or distribution in violation of Section 409A of the Code. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the Legg Mason, ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.

Clawback Provisions. Notwithstanding anything (a) Unless the Agent shall have received notice from a Lender prior to the contrary in this Agreement, this Award is expressly made subject proposed date of any Borrowing of funds that such Lender will not make available to the terms of the ▇▇▇▇ Agent such ▇▇▇▇▇▇’s Pro Rata Share of such Borrowing, Inc. Clawback Policy as adopted the Agent may assume that such Lender has made such Pro Rata Share available on such date in accordance with the provisions of this Agreement concerning funding by the Committee. As a resultLenders and may, Participant may be required to return in reliance upon such assumption, make available to the Company Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the RSUs received applicable advance available to the Agent, then the applicable Lender shall pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Agent, at a rate determined by the Agent in this Awardaccordance with prevailing banking industry practice on interbank compensation. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender’s Borrowing included in such advance. If the Lender does not do so forthwith, the Borrower shall pay to the Agent forthwith on demand such corresponding amount with interest thereon at the interest rate applicable to the advance in question. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that has failed to make such payment to the Agent. (b) Unless the Agent has been notified by the Borrower at least one day prior to the date on which any payment is due to the Agent for the account of the Lenders or otherwise hereunder that the Borrower will not make such payment, the Agent may assume that the Borrower have made or will make such payment on such date in accordance herewith and the underlying Shares (or the value thereof)may, but shall be in no way obliged to, in reliance upon such assumption, distribute to the situations described below. Participant agrees that Lenders the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firmdue. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, thensuch event, if the ▇▇▇▇ ▇▇▇▇▇Borrower have not in fact made such payment, Inc. Board then each of Directors determines that Participant’s acts or omissions were a significant contributing factor the Lenders severally agrees to repay the Agent forthwith on demand the amount so distributed to such Lender in immediately available funds and all reasonable costs and expenses incurred by the Agent in connection therewith together with interest on the funds, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the need to issue such restatement and that all or any portion of Participant’s RSUsAgent, if at a rate determined by the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) Agent in accordance with prevailing banking industry practice on interbank compensation. A notice of the RSUs Agent to any Lender or the underlying Shares or value thereof Borrower with respect to any amount owing under this clause (regardless of whether vesting has occurred and underlying Shares distributed to Participantx) that the Board of Directorsshall be conclusive, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriateabsent manifest error.

Clawback Provisions. (1) Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committeeclawback provisions set forth below. As a result, Participant Grantee may be required to forfeit his or her Award and return to the Company the RSUs received in this Award, and the underlying Shares amounts distributed with respect to his or her Award (or the value thereof), in the situations described below. Participant Grantee agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant Grantee by the Firm. Company (or a Subsidiary or Affiliate). (2) In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Company’s Board of Directors determines that ParticipantGrantee’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of ParticipantGrantee’s RSUsAward, if the Award award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant Grantee agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of this Award or of the cash or shares of Stock distributed in respect of vested Performance RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Stock distributed) that the Board of Directors, in its discretion, determines to be appropriate. . (3) In the event that Participantthat, (i) Grantee’s employment is terminated by the Firm Company for a Clawback Event or Cause, (ii) following the termination of ParticipantGrantee’s employment, the Company is or becomes aware that Participant Grantee committed an act that would have given rise to a termination for Cause, or (iii) during or following Grantee’s employment, Grantee violates a Clawback EventProtective Provision, then, then in either event, Participant any such event Grantee agrees to forfeit to the Company, Company (and if return to the Company if already paid) to the extent permitted by applicable law, the portion (which may be all) of this Award or of the cash or shares of Stock distributed in respect of vested Performance RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participantcash or Stock distributed), that Participant Grantee was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate. (4) The Award (including cash or shares of Stock distributed in respect of vested Performance RSUs or value thereof) shall also be subject to forfeiture to the extent required by applicable law.

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award This award is expressly made subject to the terms of the ▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant your unexercised options may be surrendered to the Company, or you may be required to return to pay the Company the RSUs gain you received in upon exercise of this Award, and the underlying Shares (or the value thereof), Award in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇, Inc. Board of Directors determines that Participant’s your acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUsthe option award hereunder, if the Award was made awarded to you prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees you agree to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs unexercised options hereunder or the underlying Shares gain received upon exercise of this option, or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) portions thereof, that the Board of Directors, in its discretion, determines to be appropriate. You agree that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to you by the Company. In the event that Participant’s your employment is terminated by the Firm Company for a Clawback Event Event” (as defined below) or (ii) following the termination of Participant’s your employment, the Company is or becomes aware that Participant you committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees you agree to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs unexercised options hereunder or the underlying Shares gain received upon exercise of this option, or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant)portions thereof, that Participant was that you received or were awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate. As used herein, the term “Clawback Event” means (i) your gross negligence, willful misconduct or willful malfeasance in connection with the performance of your job that has materially and adversely affected the Company’s reputation or business, (ii) your willful commission or participation in any violation of any law, rule or regulation applicable to the Company (unless you had a reasonable good faith belief that the act, omission or failure to act in question was not a violation of such law, rule or regulation) and such violation has materially and adversely affected the Company’s reputation or business or your ability to be associated with an investment company or an investment advisor, (iii) your theft, embezzlement or fraud in connection with the performance of your duties for the Company, and (iv) you are convicted of, or plead guilty or nolo contendere to, a crime committed during the course of your employment with, and performance of duties on behalf of, the Company that the Committee, acting in good faith, reasonably determines is likely to have a material and adverse effect on the reputation or business of the Company.

Clawback Provisions. Notwithstanding anything To the extent permitted by applicable law, 100% of all cash severance payments provided under this Agreement and all equity awards covering Company common stock (including the Time-Vesting Equity Awards and the 2021 PSUs) remaining outstanding and/or eligible to vest or accelerate vesting upon or following the Effective Date will be subject to recoupment or immediate forfeiture to the contrary Company: (1) in accordance with applicable law or listing requirements, including pursuant to the Company’s Incentive Compensation Recoupment Policy adopted by the Board in November 2023 and the requirements of Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002; and/or (2) upon either (x) a written determination in the sole discretion of the Board that you engaged in conduct that constituted “Cause” under the Employment Agreement (either before or following the Effective Date) or a material breach of your continuing obligations to the Company under this Agreement, this Award is expressly made the Employment Agreement and/or the Restricted Covenant Agreement, or (y) a finding by a court of competent jurisdiction or an applicable Government Agency that you engaged in bad faith conduct or conduct in violation of applicable law (either (1) or (2) , a “Clawback Event”). For clarity, amounts subject to recoupment or cancellation pursuant to a Clawback Event will be computed without regard to any taxes paid (i.e., on a gross basis without regard to tax withholdings and other deductions) and the terms Board or authorized committee thereof may determine in its sole discretion, the appropriate method for recouping or cancelling amounts, which may include, without limitation, requiring reimbursement of amounts previously paid, seeking recovery of any proceeds realized in respect of equity awards or shares issued thereunder, cancelling or rescinding any outstanding equity-based awards adjusting unpaid compensation or other set offs or any other method permitted by applicable law. No recovery of compensation under any such Clawback Event will be an event giving rise to a right to resign for good reason, constructive termination, or any similar term under any plan of or agreement with the Company. Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company’s certificate of incorporation or bylaws to the contrary, you shall not be entitled to indemnification or advancement of expenses in connection with any enforcement of this Section 19 by the Company. The determination of whether a Clawback Event described in (2) above has occurred, whether to recoup or forfeit and/or the extent of any such recoupment or forfeiture appropriate and the method of such recoupment shall be determined by the Board in its sole discretion and provided further that in the event of any litigation, pre-suit demand, government investigation or similar proceeding relating to an action or event that may constitute a Clawback Event under 2(x) above, the Board’s determination may be deferred until such time as the Board determines to be appropriate, in its sole discretion. S▇▇▇▇ ▇▇▇▇▇, Inc. Clawback Policy as adopted by the Committee. As a result, Participant may be required to return to the Company the RSUs received in this Award, and the underlying Shares (or the value thereof), in the situations described below. Participant agrees that the Company may enforce the forfeiture by all legal means available, including, without limitation, by withholding the forfeited amount from other sums owed to Participant by the Firm. In the event of a restatement of the Company’s financial results within three years of original reporting to correct a material error, then, if the ▇▇▇▇ ▇▇▇▇▇November 27, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor to the need to issue such restatement and that all or any portion of Participant’s RSUs, if the Award was made prior to the restatement, would not have been awarded based upon the restated financial results, then Participant agrees to forfeit and return to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant) that the Board of Directors, in its discretion, determines to be appropriate. In the event that Participant’s employment is terminated by the Firm for a Clawback Event or (ii) following the termination of Participant’s employment, the Company is or becomes aware that Participant committed an act that would have given rise to a termination for a Clawback Event, then, in either event, Participant agrees to forfeit to the Company, to the extent permitted by applicable law, the portion (which may be all) of the RSUs or the underlying Shares or value thereof (regardless of whether vesting has occurred and underlying Shares distributed to Participant), that Participant was awarded after the conduct or omission that gave rise to the Clawback Event and that the Board of Directors, in its discretion, determines to be appropriate.2023