Common use of Clawback Clause in Contracts

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) which is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any bonus, incentive-based, equity-based compensation or any other similar compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject required to recovery be recovered under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other compensation paid to the Executive Officer pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company (whether in existence as of the Effective Date or later adopted) pursuant to any such law, government regulation or stock exchange listing requirementrequirement or otherwise).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation governmental regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other compensation paid to the Executive pursuant to under this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company or its affiliates which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company or its affiliates pursuant to any such law, government regulation or regulation, stock exchange listing requirement, or otherwise).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Officer pursuant to this Agreement (or any other agreement or arrangement with the Company) Company Group which is subject to recovery under any law, government regulation regulation. or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions provision in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company Company, whether or not pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation governmental regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other Any compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) Company or its Affiliates, which is subject to recovery under any law, government regulation or stock exchange listing requirement (whether in effect now or in the future), will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to the extent required by any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive you pursuant to this Agreement (or any other agreement or arrangement with the Company) , which is subject to recovery under any present or future law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Officer pursuant to this Agreement (or any other agreement or arrangement with the Company) which Company Group that is subject to recovery under any law, government regulation regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) , which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). In no event will any such deduction or clawback be deemed to constitute or contribute to Good Reason.

Clawback. Notwithstanding any other provisions in provision of this Agreement to the contrary, any incentive-based incentive compensation (whether cash or any other compensation paid to the equity) received by Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) which is subject to recovery under any law, government regulation regulation, order or stock exchange listing requirement requirement, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to such law, government regulation regulation, order or stock exchange listing requirement (or any policy adopted by and Executive agrees and consents to the Company pursuant to any such law, government regulation or stock exchange listing requirement)Company’s enforcement and implementation of the foregoing.

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation or any other compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) , which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).. In no event will any such deduction or clawback be deemed to constitute or contribute to Good Reason. EXECUTION VERSION

Clawback. Notwithstanding any other provisions in provision of this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Officer pursuant to this Agreement (or under any other agreement or arrangement with the Company) , which is subject to recovery under any law, government governmental regulation or stock exchange listing requirement will requirement, or pursuant to any compensation policy adopted by the Company, shall be subject to such deductions deductions, clawback and clawback recovery as may be required to be made pursuant to such law, government regulation or governmental regulation, stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)policy.

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive you pursuant to this Agreement (or any other agreement or arrangement with the Company) which is Company or any of its subsidiaries shall be subject to such recovery or deductions as may be required under any law, government regulation or regulation, stock exchange listing requirement will be subject or policy adopted by the Board from time to such deductions and clawback time or as may be required to be made determined by the Board pursuant to such law, government regulation or regulation, stock exchange listing requirement (or any Board policy adopted by the Company pursuant from time to any such law, government regulation or stock exchange listing requirement)time.

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement, or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)policy.

Clawback. Notwithstanding The Executive acknowledges that notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) , which is subject to recovery under any law, government regulation or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation paid to the Executive pursuant to this Agreement (or any other agreement or arrangement with the Company) which Company (other than the Merger Agreement), that is subject to recovery under any law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be is required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions provision in this Agreement to the contraryAgreement, any incentive-based compensation or any other compensation paid to the Executive pursuant to this Agreement (or otherwise by the Company or any other agreement or arrangement with the Company) which Affiliate that is subject to recovery under any law, government regulation regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company or any Affiliate pursuant to any such law, government regulation regulation, or stock exchange listing requirement).

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation regulation, or stock exchange listing requirement requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).. ​

Clawback. Notwithstanding any other provisions in provision of this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or under any other agreement or arrangement with the Company) , which is subject to recovery under any law, government governmental regulation or stock exchange listing requirement will requirement, or pursuant to any compensation policy adopted by the Company or its parent corporation PowerSecure International, Inc., shall be subject to such deductions deductions, clawback and clawback recovery as may be required to be made pursuant to such law, government regulation or governmental regulation, stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)policy.

Clawback. Notwithstanding any other provisions in provision of this Agreement to the contrary, any incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or under any other agreement or arrangement with the Company) , which is subject to recovery under any law, government governmental regulation or stock exchange listing requirement will requirement, or pursuant to any compensation policy adopted by the Company, shall be subject to such deductions deductions, clawback and clawback recovery as may be required to be made pursuant to such law, government regulation or governmental regulation, stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)policy.

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any Bonus or incentive-based compensation compensation, or any other compensation compensation, paid to the Executive Employee pursuant to this Agreement (or any other agreement or arrangement with the Company) Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement, or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement)policy.