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 Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Agreement, this Award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Agreement, this Award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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. Notwithstanding anything to the contrary in this Agreement, this Award is expressly made subject to the terms of the Xxxx XxxxxLegg Mason, Inc. Clawback Xxx. Xxxxxack 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 Xxxx XxxxxLegg Mason, Inc. Board Xxx. Xxxxx 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 Agreement, this Award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Xxxxxxxx-Xxxxx Act of 2002; (2) in accordance with the Xxxx 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 Xxxxx X. Xxxxxx 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. Notwithstanding anything to the contrary in this Agreement, this Award This award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 contrary in this AgreementThe Grantee understands, this Award is expressly made subject to the terms of the Xxxx Xxxxx, 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 RSA-4 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 Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 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 portion Separation Date 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 2023 and the requirements of Section 304 of the Sxxxxxxx-Xxxxx 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, 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 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 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 20 by the Company. The determination of whether vesting a Clawback Event described in (2) above 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 discretionsole 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 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 sole discretion. Bxxxx Xxxxxx March 8, determines to be appropriate.2024 Page 11

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 in this Agreementextent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, this Award is expressly made subject to based on the terms of the Xxxx Xxxxx, 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 information. All Clawback Benefits amounts resulting from such restated financial results within three years shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of original reporting to correct a material error, then, if the Xxxx Xxxxx, Inc. Board of Directors determines that Participant’s acts or omissions were a significant contributing factor Clawback Benefits resulting from such restated results shall be immediately surrendered to the need Company and if not so surrendered within ninety (90) days of the revised calculation being provided to issue 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 restatement adjustment. The calculation of the Revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and that all or any portion in accordance with applicable law, rules and regulations. The Clawback Rights shall terminate following a Change in Control (as hereinafter defined) if such Change of Participant’s RSUs, if the Award was made Control occurs prior to the restatementtwo year period set forth herein, would not have been awarded based upon the restated financial results, then Participant agrees subject to forfeit and return to the Company, to the extent permitted by 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 portion 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 (which “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 Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (the “Dxxx-Xxxxx Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the Dxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dxxx-Xxxxx 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 AgreementThe Grantee understands, this Award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 Xxxx Xxxxx, 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 equity awards covering Company common stock (including the portion 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 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 Sxxxxxxx-Xxxxx 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, 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 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 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 19 by the Company. The determination of whether vesting a Clawback Event described in (2) above 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 discretionsole 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 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 sole discretion. Sxxxx Xxxxxxx November 27, determines to be appropriate.2023

Clawback Provisions. Notwithstanding anything to the contrary in this Agreement, this Award This award is expressly made subject to the terms of the Xxxx Xxxxx, 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 Xxxx Xxxxx, 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.