Common use of Forfeiture Clause in Contracts

Forfeiture. (a) This Section 4 sets forth the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company or any of its Affiliates. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if Optionee fails to comply in any material respect with the Committee terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or if Optionee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify Optionee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such exercise, payment or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) delivery. Within ten days after ceasing employment with receiving such a notice from the Company, inducing Optionee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the Company or any Subsidiary to leave the employ time of the Company or any subsidiary; exchange) and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded exercise. (b) The Company shall have the right to offset, hiring against any person who was Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a manager level employee result of Optionee’s violation of the Company Restrictive Covenants or of any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business agreement with the Company or any subsidiary. (b) Upon of its Affiliates or Optionee’s receipt breach of any duty to the Company or any of its Affiliates. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Forfeiture NoticeCompany’s choosing pending resolution of any dispute with the Company or any of its Affiliates, and (iii) the portions Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Option not vested will be forfeited and may not be exercised. Notwithstanding Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or becomes exercisable on escrows Shares or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (proceeds or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee uses those Shares or entire Board may waive any condition of forfeiture described in this Sectionproceeds as a setoff.

Forfeiture. (a) This Section 4 sets forth By accepting these Options, the circumstances under which Grantee acknowledges and agrees that the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Options have been granted as an incentive to the Committee Grantee to remain employed by the Company and the Subsidiaries, and to use his or her best efforts to enhance the value of the occurrence Company and the Subsidiaries over the long-term. Accordingly, notwithstanding anything contained in this Agreement to the contrary, if, (A) during the Grantee’s employment with the Company or any Subsidiary, (B) during any post-termination option exercise period, or (C) during the period ending one (1) year after the expiration of any post-termination option exercise period (the date such period expires, the “One-Year Date”), the Grantee, except with the prior written consent of the following events (such notice is referred to as the “Forfeiture Notice”):Committee, (i) Optionee directly or indirectly, owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for any entity which has operations that compete with any business of the Company and the Subsidiaries in which the Grantee was employed (in any capacity) in any jurisdiction in which such business is terminated for Causeengaged, or in which any of the Company and the Subsidiaries have documented plans to become engaged of which the Grantee has knowledge at the time of the Grantee’s termination of employment (the “Business”), except where (x) the Grantee’s interest or association with such entity is unrelated to the Business, (y) such entity’s gross revenue from the Business is less than 10% of such entity’s total gross revenue, and (z) the Grantee’s interest is directly or indirectly less than two percent (2%) of the Business; (ii) Optionee engages in competition directly or indirectly, solicits for employment, employs or otherwise interferes with the Companyrelationship of the Company or any of its Affiliates with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or any of its Affiliates at any time during the Grantee’s employment with the Company or any Subsidiary (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after the termination of the Grantee’s employment); or (iii) Optionee engages in directly or indirectly, discloses or misuses any confidential information of the Company or any of its Affiliate (such activities to be collectively referred to as “Wrongful Conduct”), then all Options granted hereunder, to the following actions: (A) intentional misconduct extent they remain unexercised, shall automatically terminate and be canceled immediately as of the date on which the Grantee first engaged in such Wrongful Conduct and, in such case and in the performance case of Optioneethe Grantee’s job termination for Cause, the Grantee shall pay to the Company in cash any Financial Gain the Grantee realized from exercising all or a portion of the Options granted hereunder within the period commencing six (6) months prior to the termination of the Grantee’s employment and ending on the One-Year Date (such period, the “Wrongful Conduct Period”). For purposes of this Section 4(c), “Financial Gain” shall equal, on each date of exercise during the Wrongful Conduct Period, the excess of (x) the greater of (I) the Fair Market Value on the date of exercise and (II) the Fair Market Value on the date of sale of the Exercise Shares, over (y) the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to the exercise (without reduction for any shares of Common Stock surrendered or attested to). By executing this Option Agreement, the Grantee hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4(c). This right of set-off is in addition to any other remedies the Company may have against the Grantee for the Grantee’s breach of this Agreement. The Grantee’s obligations under this Section 4(c) shall be cumulative (but not duplicative) of any similar obligations the Grantee has under this Agreement or pursuant to any other agreement with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiarySubsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company or any of its Affiliates. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any exercise, payment or delivery of Shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if Optionee fails to comply in any material respect with the Committee terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or if Optionee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify Optionee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such exercise, payment or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) delivery. Within ten days after ceasing employment with receiving such a notice from the Company, inducing Optionee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the Company or any Subsidiary to leave the employ time of the Company or any subsidiary; exchange) and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded exercise. (b) The Company shall have the right to offset, hiring against any person who was Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a manager level employee result of Optionee’s violation of the Company Restrictive Covenants or of any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business agreement with the Company or any subsidiary. (b) Upon of its Affiliates or Optionee’s receipt breach of any duty to the Company or any of its Affiliates. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Forfeiture NoticeCompany’s choosing pending resolution of any dispute with the Company or any of its Affiliates, and (iii) the portions Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Option not vested will be forfeited and may not be exercised. Notwithstanding Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or becomes exercisable on escrows Shares or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (proceeds or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee uses those Shares or entire Board may waive any condition of forfeiture described in this Sectionproceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company of any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. (a) This Section 4 sets forth Upon delivery of Shares pursuant to the circumstances Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and the Employment Agreement. If the Grantee materially breaches any of the Restrictive Covenants or any of the Grantee’s other obligations under which the Option will be forfeited. All shares Employment Agreement prior to the delivery of Shares pursuant to the Stock Units, the Committee may cancel any unpaid Stock Units, provided that, to the extent the violation is curable as determined in good faith by the Board, Grantee does not vested shall be forfeited upon Optionee’s cure such material breach within 10 business days of the receipt of written notice from the Committee Company of such breach (including the alleged details thereof). The Company shall also have the following (and only the following) additional remedies: (a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of the Employment Agreement except that if the failure is curable, as determined in good faith by the Board, only if the Grantee fails to cure such material breach in accordance with the procedure set forth above. The Company shall notify the Grantee in writing of any such rescission within six months and 15 days after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s material breach of the terms of the Restrictive Covenants or of the Employment Agreement and failure to cure such material breach as provided above; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in Restrictive Covenants or of any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or of any duty to the Company or any subsidiary or of its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere Affiliates would be difficult to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets calculate accurately and that the right to offset or other proprietary property; (E) improperly disclosing material nonpublic information regarding remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or any subsidiary; (F) after ceasing employment with the Company, inducing escrows Shares or attempting to induce any employee of the Company proceeds or any Subsidiary to leave the employ of the Company uses those Shares or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was proceeds as a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiarysetoff. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

Forfeiture. (a) This Section 4 sets forth By accepting the circumstances under which Restricted Stock, the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Grantee acknowledges and agrees that the Committee Restricted Stock have been granted as an incentive to the Grantee to remain employed by the Company and the Subsidiaries, and to use his or her best efforts to enhance the value of the occurrence Company and the Subsidiaries over the long-term. Accordingly, notwithstanding anything contained in this Agreement to the contrary, if, (A) during the Grantee’s employment with the Company or any Subsidiary, (B) during any post-termination period where the Restriction Period may continue to lapse, or (C) during the period ending one (1) year after the expiration of any post-termination period (the date such period expires, the “One-Year Date”), the Grantee, except with the prior written consent of the following events (such notice is referred to as the “Forfeiture Notice”):Committee, (i) Optionee directly or indirectly, owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for any entity which has operations that compete with any business of the Company and the Subsidiaries in which the Grantee was employed (in any capacity) in any jurisdiction in which such business is terminated for Causeengaged, or in which any of the Company and the Subsidiaries have documented plans to become engaged of which the Grantee has knowledge at the time of the Grantee’s termination of employment (the “Business”), except where (x) the Grantee’s interest or association with such entity is unrelated to the Business, (y) such entity’s gross revenue from the Business is less than 10% of such entity’s total gross revenue, and (z) the Grantee’s interest is directly or indirectly less than two percent (2%) of the Business; (ii) Optionee engages in competition directly or indirectly, solicits for employment, employs or otherwise interferes with the Companyrelationship of the Company or any of its Affiliates with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or any of its Affiliates at any time during the Grantee’s employment with the Company or any Subsidiary (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after the termination of the Grantee’s employment); or (iii) Optionee engages in directly or indirectly, discloses or misuses any confidential information of the Company or any of its Affiliate (such activities to be collectively referred to as “Wrongful Conduct”), then all Restricted Stock granted hereunder, to the following actions: (A) intentional misconduct extent they remain subject to the Restriction Period, shall automatically terminate and be canceled immediately as of the date on which the Grantee first engaged in such Wrongful Conduct and, in such case and in the performance case of Optioneethe Grantee’s job termination for Cause, the Grantee shall pay to the Company in cash any Financial Gain the Grantee realized from the lapse of the Restriction Period on all or a portion of the Restricted Stock granted hereunder within the period commencing six (6) months prior to the termination of the Grantee’s employment and ending on the One-Year Date (such period, the “Wrongful Conduct Period”). For purposes of this Section 4(c), “Financial Gain” shall equal, on each date of lapse of the Restriction Period, the greater of (x) the Fair Market Value on the date of lapse of the Restriction Period and (y) the Fair Market Value on the date of sale of the Shares, multiplied by the number of shares of Common Stock no longer subject to the Restriction Period (without reduction for any shares of Common Stock surrendered or attested to). By executing this Restricted Stock Agreement, the Grantee hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4(d). This right of set-off is in addition to any other remedies the Company may have against the Grantee for the Grantee’s breach of this Agreement. The Grantee’s obligations under this Section 4(d) shall be cumulative (but not duplicative) of any similar obligations the Grantee has under this Agreement or pursuant to any other agreement with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiarySubsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units (vested and unvested). The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth If, during Employment or during the circumstances under which six months after any delivery of Shares or payment of cash pursuant to the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Stock Units, the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or the media of Grantee breaches any duty to the Company or any subsidiary or of its directorsAffiliates, officers, or employees or those such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such delivery of Shares or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) payment of cash. Within ten days after ceasing employment with receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the number of Shares received in connection with the rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any employee such Shares have been sold or exchanged, any consideration received upon the sale or exchange of such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) any cash paid in connection with the Stock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, if applicable, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code, if applicable. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. (a) This Section 4 paragraph sets forth the circumstances under which the this Option will be forfeited. All shares not vested exercisable shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice any of which is referred to as the a “Forfeiture NoticeEvent”): (i) a. Optionee is terminated Terminated for Cause; (ii) b. Optionee voluntarily terminates prior to age 62; c. Optionee engages in competition with the Company; or (iii) d. Optionee engages in any of the following actions: : (Ai) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; ; (Bii) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; ; (Ciii) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; ; (Div) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; ; (Ev) improperly disclosing material nonpublic information regarding the Company or any subsidiary; ; (Fvi) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; ; (Gvii) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or or (Hviii) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) . Upon Optionee’s receipt the occurrence of the a Forfeiture NoticeEvent, the those portions of the this Option not vested exercisable at the time of a Forfeiture Event will be forfeited and may not be exercised. Notwithstanding any other provision of the this Option, any portion of the this Option that is vested exercisable (either in accordance with the normal vesting exercise dates set forth in Section 2 paragraph 1 or pursuant to an acceleration of vesting exercisability under Section 3paragraph 2) and is or becomes exercisable on or after at the date on which Optionee receives the occurrence of a Forfeiture Notice Event shall remain exercisable for seven (7) days following the date on which Optionee receives the occurrence of a Forfeiture Notice (but in no event later than the Expiration Date)Event. Therefore, any vested and exercisable portion of the this Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board of Directors may waive any condition of forfeiture described in this Sectionparagraph.

Forfeiture. Upon delivery of Shares pursuant to vested Appreciation Units, the Grantee shall certify on a form acceptable to the Administrator that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Administrator may cancel any unpaid Appreciation Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to vested Appreciation Units, such payment may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if the Committee Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company as applicable (i) the amount of any employee gain realized upon the sale of any Shares received upon payment of the Company Appreciation Units, (ii) any consideration received upon the exchange of any Shares (or any Subsidiary to leave the employ extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the Company or any subsidiary; exchange), and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded delivery. (b) The Company shall have the right to offset against any Shares and cash amounts due to the Grantee, hiring any person who was a manager level employee including by reason of the Grantee’s interest in the Appreciation Units, any amounts to which the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation is entitled as a result of the Company Grantee’s violation of the terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of any Shares or cash amount, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds, or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares, cash, or proceeds or uses Shares, cash, or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants, the Employment Agreement and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants, the Employment Agreement or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the occurrence Restrictive Covenants, the Employment Agreement or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants, the Employment Agreement or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants, the Employment Agreement or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company or any of its Affiliates. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if Optionee fails to comply in any material respect with the Committee terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or if Optionee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify Optionee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such exercise, payment or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) delivery. Within ten days after ceasing employment with receiving such a notice from the Company, inducing Optionee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the Company or any Subsidiary to leave the employ time of the Company or any subsidiary; exchange) and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded exercise. (b) The Company shall have the right to offset, hiring against any person who was Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a manager level employee result of Optionee’s violation of the Company Restrictive Covenants or of any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business agreement with the Company or any subsidiary. (b) Upon of its Affiliates or Optionee’s receipt breach of any duty to the Company or any of its Affiliates. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Forfeiture NoticeCompany’s choosing pending resolution of any dispute with the Company, and (iii) the portions Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Option not vested will be forfeited and may not be exercised. Notwithstanding Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or becomes exercisable on escrows Shares or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (proceeds or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee uses those Shares or entire Board may waive any condition of forfeiture described in this Sectionproceeds as a setoff.

Forfeiture. (a) This Section 4 sets forth If the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee whole or any part of the occurrence of Rent (or any of the following events other sum reserved as rent) remains unpaid twenty-one days after becoming due (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Companywhether demanded or not); or (iiib) Optionee engages in If any of the following actions: Tenant's agreements in this agreement are not performed or observed; or (Ac) intentional misconduct in If the performance of Optionee’s job with the Company Tenant (or any subsidiaryof those comprising the Tenant who is an individual) proposes or enters into any composition or arrangement with his creditors generally or any class of his creditors; (B) being openly critical in or is the media subject of any judgment or order which is not complied with within seven days or is the subject of any execution or distress levied on the Holding; or is the subject of an application or order or appointment under sections 253, 273 or 286 of the Company Insolvency Act 1986; or is unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of section 268 of the Insolvency Act 1986; or (d) If the Tenant (being a company) is the subject of a petition presented or an order made or a resolution passed for appointing an administrator or winding up such company; or a receiver or administrative receiver is appointed of the whole or any subsidiary part of the undertaking, property, assets or revenue of the company; or agrees to declare a moratorium or is unable to pay its directors, officers, debts within the meaning of section 123 of the Insolvency Act 1986; or employees ceases or those threatens to cease to carry on its business The Landlord may without prejudice to any other rights he may have at any time (and notwithstanding the waiver of any subsidiary; (Cprevious rights of re-entry) pleading guilty or nolo contendere to any felony re-enter the Holding or any charge involving moral turpitude; (D) misappropriating part of it whereupon the Tenancy shall end‌ It is further agreed between the parties that demand for or destroying Company or subsidiary property including, but not limited to, trade secrets acceptance of rent or other proprietary property; (E) improperly disclosing material nonpublic information regarding payment due to the Company or Landlord from the Tenant shall not operate as a waiver of any subsidiary; (F) after ceasing employment with breach committed by the Company, inducing or attempting to induce any employee Tenant irrespective of when the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, rent or other business relation of payment became due to the Company or any subsidiary to cease doing business with Landlord 8 FURTHER MUTUAL AGREEMENTS‌ The Landlord and the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.Tenant agree:

Forfeiture. (a) This Section 4 sets forth If the circumstances under which the Option will be forfeited. All shares not vested rents hereby reserved or any part thereof shall be forfeited upon Optionee’s receipt in arrear for twenty one days after the same shall have become due (whether legally demanded or not) and for the purposes of written notice from this clause any rents paid by the Committee Tenant by bankers standing order or credit transfer shall be deemed for all purposes hereof not to have been received by the Landlord until the same shall have been received by the Landlord's bank or in the event of the occurrence any breach of any of the following events Tenant's covenants herein contained or if the Tenant or any guarantor for the Tenant (such notice is referred being a company) shall enter into liquidation (other than a voluntary members liquidation on terms approved by the Landlord when solvent for the purpose of reconstruction or amalgamation forthwith carried into effect) whether voluntarily or compulsorily or if the Tenant or any guarantor shall for any reason be removed from the register of companies or be unable to as pay its debts within the “Forfeiture Notice”): meaning of section 123 of the Insolvency Act 1986 or if a petitio▇ ▇▇▇▇▇ be presented for the appointment of an administrator or a receiver (iwhether or not an administrative receiver) Optionee is terminated for Cause; (ii) Optionee engages in competition or manager shall be appointed of the whole or any part of its or their respective undertakings or an administration order shall be made or if there shall be convened a meeting of creditors or members to consider a voluntary arrangement or any other scheme or composition with the Company; or Tenant" creditors or if the Tenant or such guarantor (iiinot being a company) Optionee engages shall become bankrupt have a bankruptcy order made against it or them or a petition for such order shall be presented or if an interim receiver is appointed of the property of the Tenant or such guarantor or if the Tenant or such guarantor (whether or not a company) shall enter into any arrangement or composition for the benefit of its or their respective creditors or shall suffer any distress or execution to be levied on their respective goods then in any of the following actions: (A) intentional misconduct said cases it shall be lawful for the Landlord or any person on its behalf at any time thereafter to re-enter upon the Demised Premises or any part thereof in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media name of the Company or whole and thenceforth peaceably to hold and enjoy the same as if this Lease had not been made and thereupon this demise shall absolutely determine except for the Tenant's obligations under the sub-clause headed INDEMMTIES but without prejudice to any subsidiary or its directors, officers, or employees or those right of action of the Landlord in respect of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee breach of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.Tenant's covenants herein contained

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding 2010 Form US — ▇. ▇▇▇▇▇ The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if Optionee fails to comply in any material respect with the Committee terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or if Optionee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify Optionee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such exercise, payment or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) delivery. Within ten days after ceasing employment with receiving such a notice from the Company, inducing Optionee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the Company or any Subsidiary to leave the employ time of the Company or any subsidiary; exchange) and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded exercise. (b) The Company shall have the right to offset, hiring against any person who was Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a manager level employee result of Optionee’s violation of the Company Restrictive Covenants or of any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business agreement with the Company or any subsidiary. (b) Upon of its Affiliates or Optionee’s receipt breach of any duty to the Company or any of its Affiliates. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Forfeiture NoticeCompany’s choosing pending resolution of any dispute with the Company or any of its Affiliates, and (iii) the portions Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Option not vested will be forfeited and may not be exercised. Notwithstanding Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or becomes exercisable on escrows Shares or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (proceeds or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee uses those Shares or entire Board may waive any condition of forfeiture described in this Sectionproceeds as a setoff.

Forfeiture. Upon exercise, payment or delivery pursuant to this Option, Optionee shall certify on a form acceptable to the Committee that Optionee is in compliance with the Restrictive Covenants and all other agreements between Optionee and the Company or any of its Affiliates. If the Company determines that Optionee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between Optionee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company, the Committee may cancel any unexercised portion. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any exercise, payment or delivery of shares pursuant to this Option, such exercise, payment or delivery may be rescinded at the Option will be forfeited. All shares not vested shall be forfeited upon OptioneeCompany’s receipt of written notice from option if Optionee fails to comply in any material respect with the Committee terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in the media of its Affiliates or if Optionee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify Optionee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such exercise, payment or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) delivery. Within ten days after ceasing employment with receiving such a notice from the Company, inducing Optionee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares acquired upon the exercise of this Option, (ii) any consideration received upon the exchange of any Shares acquired upon the exercise of this Option (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued of the Company or any Subsidiary to leave the employ time of the Company or any subsidiary; exchange) and (Giii) after ceasing employment the number of Shares received in connection with the Companyrescinded exercise. 2010 Form US — ▇. ▇▇▇▇▇ (b) The Company shall have the right to offset, hiring against any person who was Shares and any cash amounts due to Optionee under or by reason of Optionee’s holding this Option, any amounts to which the Company is entitled as a manager level employee result of Optionee’s violation of the Company Restrictive Covenants or of any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business agreement with the Company or any subsidiary. (b) Upon of its Affiliates or Optionee’s receipt breach of any duty to the Company or any of its Affiliates. Accordingly, Optionee acknowledges that (i) the Company may delay exercise of this Option or withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Forfeiture NoticeCompany’s choosing pending resolution of any dispute with the Company or any of its Affiliates, and (iii) the portions Company has no liability for any attendant market risk caused by any such delay, withholding, or escrow. Optionee acknowledges and agrees that the calculation of damages from a breach of any of the Option not vested will be forfeited and may not be exercised. Notwithstanding Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. Optionee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or becomes exercisable on escrows Shares or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (proceeds or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee uses those Shares or entire Board may waive any condition of forfeiture described in this Sectionproceeds as a setoff.

Forfeiture. The Grantee shall forfeit all of the Restricted Stock Units and any right under this Agreement to receive Common Stock upon the occurrence any of the following events before the expiration of the Period of Restriction: · Termination of employment with the Company or its subsidiaries for any reason. Notwithstanding the foregoing, no forfeiture shall occur if termination of employment with the Company is due to death, Disability (aas defined under the then established rules of the Company or any of its subsidiaries, as the case may be) This or is pursuant to either Section 4 sets forth 5(a) or (b) of Grantee’s Special Severance Agreement dated _______________ but without regard to the circumstances thirty-six (36) month period specified in Section 5(a) or 5(b) of such Special Severance Agreement. · Any attempt to sell, transfer, pledge, or assign the Restricted Stock Units or the right to receive the Common Stock issuable under the Restricted Stock Units in violation of this Agreement. If the Grantee’s employment is involuntary terminated under conditions in which the Option Grantee qualifies for, elects to accept an employer severance benefit, if offered, and execute an agreement to release the Company in full against any and all claims as required by the arrangement or plan providing the employer severance benefit or if the Grantee retires (as defined under the then established rules of the Company or any of its subsidiaries, as the case may be), the Restricted Stock Units in this Agreement will not be adjusted for performance in accordance with the provisions under the caption “Performance Adjusted Restricted Stock Units” above and will be forfeited and payable as follows, subject to Section 3.8 of the Plan: · If the Grantee’s employment terminates prior to a full year after the Date of Grant, all Restricted Stock Units and any Restricted Stock Units earned as Dividend Equivalents will be forfeited. All · If the Grantee’s employment terminates a full year or more after the Date of Grant, the Grantee will be entitled to a prorated number Restricted Stock Units. The prorated number of Restricted Stock Units will be determined by multiplying the number of shares not vested shall initially awarded by the number of full months served after the date of grant, divided by thirty-six months. Additionally, the Grantee will be forfeited upon Optionee’s receipt entitled to all Restricted Stock Units earned as Dividend Equivalents on this Award, as of written notice from the Committee date of termination. The remaining portion of Restricted Stock Units initially granted will be forfeited. The prorated portion will be issued as soon as practicable after the termination, subject to satisfying the applicable tax withholding requirements. Upon the occurrence of any of the following events (such notice is referred to as above before the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any expiration of the following actions: (A) intentional misconduct Period of Restriction, the Restricted Stock Units shall be forfeited by the Grantee to the Company and the Grantee’s interest in the performance of Optionee’s job with Restricted Stock Units and the Company or any subsidiary; Common Stock issuable under the Restricted Stock Units, including the right to receive Dividend Equivalents (Bas defined below) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either shall terminate immediately in accordance with the normal vesting dates set forth foregoing, unless such forfeiture is waived in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion sole discretion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this SectionCommittee.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth If, during Employment or during the circumstances under which six months after any delivery of Shares or payment of cash pursuant to the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Stock Units, the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or the media of Grantee breaches any duty to the Company or any subsidiary or of its directorsAffiliates, officers, or employees or those such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such delivery of Shares or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) payment of cash. Within ten days after ceasing employment with receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the number of Shares received in connection with the rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any employee such Shares have been sold or exchanged, any consideration received upon the sale or exchange of such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) any cash paid in connection with the Stock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth If during the circumstances under which six months after any delivery of Shares or payment of cash pursuant to the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Stock Units, the Committee Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any subsidiary or of its directorsAffiliates, officers, or employees or those such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the number of Shares received in connection with the rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any employee such Shares have been sold or exchanged, any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) any cash paid in connection with the Stock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. (a) This Section 4 sets forth Forfeiture if the circumstances under which Grantee Engages in Certain Activities. If at any time the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee Grantee engages in any activity adverse, contrary or harmful to the interests of the following actions: (A) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directorsCompany, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to: (i) conduct related to the Grantee’s employment for which either criminal or civil penalties against the Grantee may be sought, trade secrets or other proprietary property; (Eii) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of while employed by the Company or any Subsidiary or Affiliate, serving as a consultant, advisor or in any other capacity to leave an entity that is, or proposes to be, in competition with or acting against the employ interests of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring (iii) employing or recruiting any person who was a manager level present, former or future employee of the Company Company, whether individually or on behalf of another person or entity, that is, or proposes to be, in competition with or acting against the interests of the Company, (iv) disclosing or misusing any subsidiary; confidential information or material concerning the Company, or (Hv) inducing participating in a hostile takeover attempt, then (1) the unvested Restricted Shares shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or attempting to induce any customer, supplier, lendercondition of this Award Agreement or the Plan, or other business relation (2) if elected by the Company, the Grantee shall immediately pay to the Company the Fair Market Value of the Company or any subsidiary to cease doing business with the Company or any subsidiaryunvested Restricted Shares. (b) Upon Optionee’s receipt Right of Set-off. If the Forfeiture NoticeGrantee owes the Company any amount by virtue of Section 7(a) above, then the Company (or any Subsidiary or Affiliate) may recover such amount by setting it off from any amounts the Company (or any Subsidiary or Affiliate) owes or may owe the Grantee from time to time. By accepting these Restricted Shares and signing this Award Agreement, the portions Grantee consents to a deduction of any amount the Option not vested will be forfeited and Grantee may not be exercised. Notwithstanding owe the Company by virtue of Section 7(a) above from any amounts the Company (or any Subsidiary or Affiliate) owes or may owe the Grantee from time to time (including amounts owed to the Grantee as wages or other compensation, fringe benefits, or vacation pay, as well as any other provision amounts owed to the Grantee). Whether or not the Company elects to make any set off in whole or in part, if the Company does not recover by means of set off the Optionfull amount the Grantee owes it, any portion of the Option that is vested (either in accordance with the normal vesting dates calculated as set forth in Section 2 or pursuant above, the Grantee agrees to an acceleration of vesting under Section 3) and is or becomes exercisable on or after pay immediately the date on which Optionee receives unpaid balance to the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this SectionCompany.

Forfeiture. (a) This Section 4 sets forth Upon any Forfeiture Cessation (as defined below) of Grantee’s employment (the circumstances under which “Termination Date”) before the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of Forfeiture Restrictions lapse with respect to any of the following events Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject to the Forfeiture Restrictions (such notice is referred to as the “Unvested Restricted Shares”) shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The “Forfeiture Notice”): Cessation” of Grantee’s employment with the Company is any cessation or termination of Grantee’s employment under the Employment Agreement other than a Vesting Cessation; and a “Vesting Cessation” is the cessation or termination of Grantee’s employment under the Employment Agreement (i) Optionee is terminated for Cause; by the Company as a termination without Cause or because of Grantee’s Disability, in each case as defined in and under the terms of the Employment Agreement, or (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any because of the following actions: (A) intentional misconduct in the performance of OptioneeExecutive’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiarydeath. (b) Upon Optionee’s receipt In addition, if Grantee breaches any of the Forfeiture Noticeterms and conditions of this Agreement or the Plan, the portions or any rules and regulations of the Option not vested will Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and may not be exercised. Notwithstanding returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other provision person or entity and without any further action by Grantee. (c) Grantee, by his acceptance of the OptionRestricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any portion and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture and transfer of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice Unvested Restricted Shares shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or be specifically enforceable by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee Company in a court of equity or entire Board may waive any condition of forfeiture described in this Sectionlaw.

Forfeiture. (a) This Section 4 sets forth the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee Without prejudice to any other rights of the occurrence Landlord if: 5.1.1 the whole or part of the rent remains unpaid twenty one days after becoming due (whether demanded or not) or 5.1.2 any of the following events (such notice is referred to as Tenant’s covenants in this underlease are not performed or observed or 5.1.3 the “Forfeiture Notice”):Tenant or any guarantor or surety of the Tenant’s obligations under this underlease (i) Optionee is terminated for Cause;proposes or enters into any composition or arrangement with its creditors generally or any class of its creditors or (ii) Optionee engages in competition is the subject of any judgment or order made against it which is not complied with within seven days or is the Company; orsubject of any execution distress sequestration or other process levied upon or enforced against any part of the Premises (iii) Optionee engages being a company: (A) is the subject of a petition presented or an order made or a resolution passed or analogous proceedings taken for appointing an administrator of or winding up such company (save for the purpose of and followed within four months by an amalgamation or reconstruction which does not involve or arise out of insolvency or give rise to a material reduction in capital and which is on terms previously approved by the Landlord such approval not to be unreasonably withheld) or (B) an encumbrancer takes possession or exercises any power of sale or a receiver or administrative receiver is appointed of the whole or any part of the undertaking property assets or revenues of such company or (C) stops payment or agrees to declare a moratorium or becomes or is deemed to be insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (iv) being an individual: (A) is the subject of a bankruptcy petition or bankruptcy order or (B) is the subject of an application or order or appointment under section 253 or section 273 or section 286 Insolvency Act 1986 or (C) is unable to pay or has no reasonable prospect of being able to pay his debts within the meaning of sections 267 and 268 Insolvency ▇▇▇ ▇▇▇▇ 5.1.4 any event occurs or proceedings are taken with respect to the Tenant or any guarantor of the Tenant’s obligations under this underlease in any jurisdiction to which it is subject which has an effect equivalent or similar to any of the events mentioned in clause 5.1.3 then and in any of such cases the following actions: Landlord may at any time (Aand notwithstanding the waiver of any previous right of re-entry) intentional misconduct in re-enter the performance Premises whereupon this underlease shall absolutely determine but without prejudice to any right of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media action of the Company or any subsidiary or its directors, officers, or employees or those Landlord in respect of any subsidiary; (C) pleading guilty or nolo contendere to previous breach by the Tenant of this underlease provided that if any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company events referred to in clause 5.1.3 or clause 5.1.4 occurs in respect of any Subsidiary to leave the employ guarantor or surety of the Company or any subsidiary; (G) after ceasing employment with Tenant in circumstances where a new surety is provided by the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or Tenant pursuant to an acceleration the provisions of vesting under Section 3) paragraph 26 of Schedule 4 then any such re-entry shall cease and is or becomes exercisable on or after determine and the date on which Optionee receives parties shall be restored to the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but position they were in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within prior to such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.event

Forfeiture. (a) This Section 4 sets forth On the circumstances under which date of any Cessation (as defined below) of Grantee’s employment (the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from “Termination Date”) before the Committee of the occurrence of Forfeiture Restrictions lapse with respect to any of the following events Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject to the Forfeiture Restrictions (such notice is referred to as the “Forfeiture NoticeUnvested Restricted Shares”): ) shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The “Cessation” of Grantee’s employment with the Company is any cessation of Grantee’s full-time employment with the Company and its Subsidiaries for any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, except for any (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any transfer of the following actions: (A) intentional misconduct in the performance of Optionee’s job with employment between or among the Company or any subsidiary; of its Subsidiaries, or (Bii) being openly critical in the media of the Company any sick leave, military leave, or any subsidiary or its directors, officers, or employees or those other temporary personal leave of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with absence authorized by the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt In addition, if Grantee breaches any of the Forfeiture Noticeterms and conditions of this Agreement or the Plan, the portions or any rules and regulations of the Option not vested will Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and may not be exercised. Notwithstanding returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other provision of person or entity and without any further action by Grantee. (c) In addition, if [all of] the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates performance goal[s] set forth in Section 2 3 [is/are] not satisfied by ___[Designate or pursuant to an acceleration of vesting under Section 3) and is describe time, event, or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable condition for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Thereforeperformance]___, any vested and exercisable portion all of the Option Unvested Restricted Shares shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (d) Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that is not exercised within such seven (7) day period (or are forfeited and agrees to execute any documents requested by the Expiration Date if earlier) will be Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and may not be exercisedtransferred. The Committee Parties expressly agree that these provisions governing the forfeiture and transfer of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or entire Board may waive any condition of forfeiture described in this Sectionlaw.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its affiliates or if the media of Grantee breaches any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding May 2010 Form US — Tier II EO The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants, the Employment Agreement and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants, the Employment Agreement or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth During the circumstances under which six months after any delivery of Shares pursuant to the Option will Stock Units, such delivery may be forfeited. All shares not vested shall be forfeited upon Optioneerescinded at the Company’s receipt of written notice from option if the Committee Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the occurrence Restrictive Covenants, the Employment Agreement or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or if the media of Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any subsidiary or of its directors, officers, or employees or those Affiliates. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) such rescission within one year after ceasing employment with such delivery. Within ten days after receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the amount of any employee gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants, the Employment Agreement or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the ▇▇▇▇▇▇▇’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants, the Employment Agreement or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. Upon delivery of Shares or the payment of cash pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies: (a) This Section 4 sets forth If, during Employment or during the circumstances under which six months after any delivery of Shares or payment of cash pursuant to the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Stock Units, the Committee Grantee fails to comply in any material respect with the terms of the occurrence Restrictive Covenants or of any of the following events (such notice is referred to as the “Forfeiture Notice”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job other agreement with the Company or any subsidiary; (B) being openly critical in of its Affiliates or the media of Grantee breaches any duty to the Company or any subsidiary or of its directorsAffiliates, officers, or employees or those such delivery of Shares and payment of cash may be rescinded at the Company’s option. The Company shall notify the Grantee in writing of any subsidiary; (C) pleading guilty such rescission within one year after such delivery of Shares or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) payment of cash. Within ten days after ceasing employment with receiving such a notice from the Company, inducing the Grantee shall remit or attempting deliver to induce the Company (i) the number of Shares received in connection with the rescinded delivery (except as provided in clause (ii) below); (ii) to the extent that any employee such Shares have been sold or exchanged, any consideration received upon the sale or exchange of such Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the sale or exchange), and (iii) any cash paid in connection with the Stock Units. (b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or any Subsidiary to leave the employ by reason of the Grantee’s holding the Stock Units, any amounts to which the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was is entitled as a manager level employee result of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation Grantee’s violation of the Company terms of the Restrictive Covenants or of any subsidiary to cease doing business other agreement with the Company or any subsidiary. (b) Upon Optioneeof its Affiliates or the Grantee’s receipt breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Forfeiture NoticeCode, and any offset in violation of Section 409A shall be null and void. Accordingly, the portions Grantee acknowledges that (i) the Company may withhold delivery of Shares and payment of cash, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Option not vested will be forfeited Company’s choosing pending resolution of any dispute with the Company, and may not be exercised(iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code, if applicable. Notwithstanding The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other provision of the Option, any portion of the Option that is vested (either in accordance agreement with the normal vesting dates set forth in Section 2 Company or pursuant any of its Affiliates or of any duty to an acceleration the Company or any of vesting under Section 3) its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested reasonable and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exerciseda penalty. The Committee Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or entire Board may waive any condition of forfeiture described in this Sectionescrows Shares or proceeds or uses those Shares or proceeds as a setoff.

Forfeiture. (a) This Section 4 sets forth On the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optioneedate of any Cessation (as defined below) of Grantee’s receipt of written notice from the Committee continuous service as a member of the occurrence of Board (the “Termination Date”) before the Forfeiture Restrictions lapse with respect to any of the following events Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject to the Forfeiture Restrictions (such notice is referred to as the “Forfeiture NoticeUnvested Restricted Shares”): (i) Optionee is terminated for Cause; (ii) Optionee engages in competition with the Company; or (iii) Optionee engages in any of the following actions: (A) intentional misconduct in the performance of Optionee’s job with shall then automatically be forfeited by Grantee and returned and delivered to the Company or without any subsidiary; (B) being openly critical in the media obligation of the Company to pay any amount to Grantee or to any subsidiary other person or its directorsentity and without any further action by Grantee. The “Cessation” of Grantee’s continuous service as a member of the Board is any cessation of Grantee’s continuous service as a member of the Board, officersfor any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, or employees as a result of not being nominated for or those of any subsidiary; (C) pleading guilty or nolo contendere elected to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee a new term as a member of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiaryBoard. (b) Upon Optionee’s receipt In addition, if Grantee breaches any of the Forfeiture Noticeterms and conditions of this Agreement or the Plan, the portions or any rules, regulations, policies, and procedures of the Option not vested will Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and may not be exercised. Notwithstanding returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other provision of the Optionperson or entity and without any further action by Grantee. (c) In addition, any portion of the Option that is vested (either if vesting does not occur in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion all of the Option Unvested Restricted Shares shall then automatically be forfeited by Grantee and returned and delivered to the Company without any obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. (d) Grantee, by his acceptance of the Restricted Stock Award granted under this Agreement, irrevocably grants to the Company a power of attorney to transfer any and all Unvested Restricted Shares that is not exercised within such seven (7) day period (or are forfeited and agrees to execute any documents requested by the Expiration Date if earlier) will be Company in connection with such forfeiture and transfer. Grantee shall have no further right to or interest in any Unvested Restricted Shares that are so forfeited and may not be exercisedtransferred. The Committee Parties expressly agree that these provisions governing the forfeiture and transfer of the Unvested Restricted Shares shall be specifically enforceable by the Company in a court of equity or entire Board may waive any condition of forfeiture described in this Sectionlaw.

Forfeiture. (a) This Section 4 sets forth By accepting these Options, the circumstances under which Grantee acknowledges and agrees that the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from Options have been granted as an incentive to the Committee Grantee to remain employed by the Company and the Subsidiaries, and to use his or her best efforts to enhance the value of the occurrence Company and the Subsidiaries over the long-term. Accordingly, notwithstanding anything contained in this Agreement to the contrary, if, (A) during the Grantee's employment with the Company or any Subsidiary, (B) during any post-termination option exercise period, or (C) during the period ending one (1) year after the expiration of any post-termination option exercise period (the date such period expires, the "One-Year Date"), the Grantee, except with the prior written consent of the following events (such notice is referred to as the “Forfeiture Notice”):Committee, (i) Optionee directly or indirectly, owns any interest in, operates, joins, controls or participates as a partner, director, principal, officer, or agent of, enters into the employment of, acts as a consultant to, or performs any services for any entity which has operations that compete with any business of the Company and the Subsidiaries in which the Grantee was employed (in any capacity) in any jurisdiction in which such business is terminated for Causeengaged, or in which any of the Company and the Subsidiaries have documented plans to become engaged of which the Grantee has knowledge at the time of the Grantee's termination of employment (the "Business"), except where (x) the Grantee's interest or association with such entity is unrelated to the Business, (y) such entity's gross revenue from the Business is less than 10% of such entity's total gross revenue, and (z) the Grantee's interest is directly or indirectly less than two percent (2%) of the Business; (ii) Optionee engages in competition directly or indirectly, solicits for employment, employs or otherwise interferes with the Companyrelationship of the Company or any of its Affiliates with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or any of its Affiliates at any time during the Grantee's employment with the Company or any Subsidiary (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after the termination of the Grantee's employment); or (iii) Optionee engages in directly or indirectly, discloses or misuses any confidential information of the Company or any of its Affiliate (such activities to be collectively referred to as "Wrongful Conduct"), then all Options granted hereunder, to the following actions: (A) intentional misconduct extent they remain unexercised, shall automatically terminate and be canceled immediately upon the date on which the Grantee first engaged in such Wrongful Conduct and, in such case and in the performance case of Optionee’s job the Grantee's termination for Cause, the Grantee shall pay to the Company in cash any Financial Gain the Grantee realized from exercising all or a portion of the Options granted hereunder within the period commencing six (6) months prior to the termination of the Grantee's employment and ending on the One-Year Date (such period, the "Wrongful Conduct Period"). For purposes of this Section 4(c), "Financial Gain" shall equal, on each date of exercise during the Wrongful Conduct Period, the excess of (x) the greater of (I) the Fair Market Value on the date of exercise and (II) the Fair Market Value on the date of sale of the Exercise Shares, over (y) the Exercise Price, multiplied by the number of shares of Common Stock purchased pursuant to the exercise (without reduction for any shares of Common Stock surrendered or attested to). By executing this Option Agreement, the Grantee hereby consents to and authorizes the Company and the Subsidiaries to deduct from any amounts payable by such entities to the Grantee any amounts the Grantee owes to the Company under this Section 4(c). This right of set-off is in addition to any other remedies the Company may have against the Grantee for the Grantee's breach of this Agreement. The Grantee's obligations under this Section 4(c) shall be cumulative (but not duplicative) of any similar obligations the Grantee has under this Agreement or pursuant to any other agreement with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a manager level employee of the Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiarySubsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the portions of the Option not vested will be forfeited and may not be exercised. Notwithstanding any other provision of the Option, any portion of the Option that is vested (either in accordance with the normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such seven (7) day period (or by the Expiration Date if earlier) will be forfeited and may not be exercised. The Committee or entire Board may waive any condition of forfeiture described in this Section.