Common use of Recoupment Clause in Contracts

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, with respect to any bonus or other compensation granted the grant of which was calculated using a specific preset formula based on the achievement of one or more specific financial targets, the Executive shall repay to the Participant Company the portion of any bonus and other compensation received by the Constituent CompaniesExecutive (net of any federal, including state, local or other taxes that the RSUs granted Executive has paid on such bonus or other compensation which may not be recouped in connection with such repayment) that the Executive would not have received as a result of the application of the specific preset formula to such restatement (the “Recoupment Amount”). In the event the Company is entitled to recoupment under this AgreementSection 12, the Executive shall promptly reimburse the Recoupment Amount. In the event the Executive fails to make prompt reimbursement of the Recoupment Amount, the Executive acknowledges and any Shares issued agrees that the Company shall have the right to (i) deduct such Recoupment Amount from the compensation or other payments made due to the Executive from the Company (other than from compensation or other payments that are deferred compensation under Section 409A of the Code to the extent such deduction would result in respect thereofpenalty taxes to the Executive on account of Section 409A of the Code), or (ii) to take any other appropriate action to recoup such Recoupment Amount. Except as required by law, the provisions of this Section 12(a) shall be subject to override any clawback or recoupment policy that the Company may adopt from time to time, . (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 12 for failure to demand repayment or reduce the payments made to the extent any Executive. Any such policy waiver must be done in a writing that is applicable to signed by both the Participant Company and to such compensation, including, but not limited the Executive. (c) The rights contained in this Section 12 shall be in addition to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUsshall not limit, any other equity awards and any global annual bonus payments previously granted rights or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees remedies that the Company may take such actions as are necessary to effectuate have under law or in equity, including, without limitation, any rights the recoupment policy Company may have under any other agreement or arrangement with the Executive. (as applicable d) Anything in this Agreement to the Participant) or applicable law without further consent or action being required by contrary notwithstanding, in the Participant. For purposes event of the foregoinga Change in Control, the Participant expressly and explicitly authorizes (i) Company shall not have the Company right to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer clawback or otherwise return such Shares and/or other amounts recoup compensation paid or granted prior to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company Change in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailControl.

Recoupment. All covered compensation granted (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Participant Company any portion of any bonus and other compensation received by the Constituent CompaniesExecutive, including the RSUs granted grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this AgreementSection 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and any Shares issued agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in respect thereof, a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be subject to in addition to, and shall not limit, any recoupment policy other rights or remedies that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensationhave under law or in equity, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUswithout limitation, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that rights the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired have under the Plan to re▇▇▇▇-convey, transfer or otherwise return such Shares and/or other amounts to the Company ▇▇▇▇▇ ▇▇▇▇ Street Reform and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement Consumer Protection Act and any other Company recoupment policy conflict, or other agreement or arrangement with the terms of the recoupment policy shall prevailExecutive.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (ix) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered The Performance Units granted pursuant to this Agreement are subject to the terms and conditions contained in the Company’s Compensation Recovery Policy adopted on October 17, 2023 (as such policy may be amended from time to time, the “Recoupment Policy”), which permits the Company to recoup all or a portion of incentive-based compensation made or granted to certain employees of the Participant Company or any of its Subsidiaries upon the occurrence of certain events described therein, and the Performance Units granted pursuant to this Agreement may become subject to any clawback policy that may be adopted by the Constituent CompaniesCompany in the future, including without limitation any such policy or amended version of the RSUs Recoupment Policy required to comply with the final rules of the Securities and Exchange Commission and/or Nasdaq listing standards with respect to recoupment adopted pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the Recoupment Policy, together with any such other policies, each a “Policy” and collectively, the “Policies”). In the event that the Performance Units (and any shares of Common Stock, property or cash) granted or issued to the Grantee pursuant to this Agreement are or become subject to recoupment pursuant to a Policy, the Company may utilize any method of recovery specified in any such Policy in connection with any award recoupments required or permitted under any such Policy. By acceptance of the grant of the Performance Units granted under this Agreement, the Grantee agrees that any performance-based vesting equity awards granted to the Grantee pursuant to any agreement previously entered into by the Grantee and the Company, including any Shares issued or other payments made in respect thereofperformance units awarded to the Grantee prior to the date hereof, shall be subject to recoupment under the Recoupment Policy and pursuant to any recoupment policy Policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with board of directors adopts following the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevaildate hereof.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (ix) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered compensation granted to In the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy event that the Company is required to prepare a Restatement (as such term is defined in Section 6.3), then the Board may adopt from time require Participant to time, pay to the extent Company in cash any financial gain Participant realized from exercising all or a portion of the Option during the three completed fiscal years preceding the earlier of: (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such policy action if Board action is applicable not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. For purposes of this Section 6.2, “financial gain” shall equal the sum of (x) for Shares that have been sold in conjunction with the exercise of the Option prior to the Participant and to such compensation, including, but not limited todate of recoupment, the Company’s Mandatory Recoupment PolicyFair Market Value per Share on the date of exercise minus the exercise price, designed to comply multiplied by the number of Shares sold and (y) for Shares that were held in conjunction with the requirements exercise of Rule 10D-1 promulgated the Option but were subsequently sold prior to the date of recoupment, any capital gain on the sale of the Shares and (z) any and all dividends paid to Participant with respect to the Shares purchased pursuant to the exercise. In the event that as of the date of recoupment Participant holds Shares obtained through the exercise of the Option under this Grant Notice and Agreement, then the U.S. Securities Exchange Act of 1934, as amended, and Board may require Participant to surrender the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. Shares to the Company at the exercise price. By accepting the grant of RSUs under this Agreement the Option, Participant hereby acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructionsreduce any amounts owed by any Company Group Member (including amounts owed as wages or other compensation, on the Participant’s behalffringe benefits, or vacation pay, as well as any other amounts owed to Participant by any brokerage firm and/or third party administrator engaged Company Group Member), by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts Participant owes to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable lawunder this Section 6.2. To the extent that such amounts are not recovered by the terms Company through such set-off, Participant agrees to pay such amounts immediately to the Company upon demand. This right of set-off is in addition to any other remedies the Company may have against Participant for Participant’s breach of this Agreement and or any other agreement. Participant’s obligations under this Section 6.2 shall be cumulative (but not duplicative) of any similar obligations Participant may have pursuant to this Agreement or any other agreement with any Company recoupment policy conflict, the terms of the recoupment policy shall prevailGroup Member.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, ,agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (ix) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered compensation granted Notwithstanding any other provisions in this Agreement to the Participant by contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Constituent CompaniesCompany which is subject to recovery under any law, including government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (the RSUs granted "Recoupment Rights") as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that the foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the ▇▇▇▇ ▇▇▇▇▇ Act and such rules and regulation as hereafter may be adopted and in effect. In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 28, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and any Shares issued as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments made in respect thereof, shall be subject due to any recoupment policy that the Executive from the Company may adopt from time or (ii) to time, take any other appropriate action to recoup such payments. This Agreement is executed and delivered on the extent any such policy is applicable to day and year first above written. By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Its: Chairman of the Participant Board of Directors and to such compensation, including, but not limited to, Chair of the Company’s Mandatory Recoupment Policy, designed to comply with Compensation Committee of the requirements Board of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of Directors LEGAL25589758.1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LEGAL25589758.1 (a) such recoupment policies with respect Any provision in an employment agreement which provides that an employee shall assign, or offer to all covered compensation received assign, any of his or her rights in an invention to be received his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the Participant from the Constituent Companies (including, employee for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and employer. (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the terms provision is against the public policy of this Agreement state and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailis unenforceable.

Recoupment. All covered compensation granted to Notwithstanding the terms regarding vesting and forfeitability herein or in the Plan, Participant by acknowledges and agrees that, as a condition of the Constituent Companiesgrant of RSUs hereunder, including all or a portion of the RSUs granted under this Agreementhereunder will be forfeited, and any Shares issued Stock acquired upon the vesting of such RSUs (and any proceeds from the disposition of all or other payments made in respect thereof, shall portion of such Stock) will be subject to recoupment, in the discretion of the Committee, in the event that: (i) the Committee determines that Participant materially breaches Participant’s employment or post-employment obligations to the Company and its Affiliates; or (ii) any forfeiture event set forth in any incentive compensation clawback or recoupment policy that approved by the Company may adopt from time to time, to the extent (including any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed approved to comply with the requirements listing standards of Rule 10D-1 promulgated under any national securities exchange or association on which the U.S. Securities Exchange Stock is listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law) occurs. Participant further acknowledges and agrees that the adoption or amendment of 1934, as amendedany such clawback or recoupment policy on or after the date the RSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and the Company’s Senior Leadership Recoupment Policyseeks, each attached hereto as Appendix C. By accepting the grant of RSUs recoupment under this Agreement paragraph, Participant shall promptly reimburse the amount to which the Company is entitled to recoup hereunder. In the event Participant acknowledgesfails to make prompt reimbursement of any such amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, agrees Participant acknowledges and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate shall have the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes right to: (i) deduct such amount from the compensation or other payments due to Participant from the Company or its Affiliates; or (ii) to issue instructionstake any other appropriate action to recoup such amount. The rights contained in this paragraph shall be in addition to, on the Participant’s behalfand shall not limit, to any brokerage firm and/or third party administrator engaged by other rights or remedies that the Company to hold the Participant’s Shares and other amounts acquired or its Affiliates may have under the Plan to re-conveylaw or in equity, transfer or otherwise return such Shares and/or other amounts to including, without limitation, any rights the Company and (ii) its Affiliates may have under any other agreement or arrangement with the Constituent Companies’ recovery of any covered compensation through any method of recovery that Participant to which the Company deems appropriateParticipant has consented, including without limitation or as permitted by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered compensation Notwithstanding the terms regarding vesting and forfeitability herein or in the Plan, Participant acknowledges and agrees that, as a condition of the grant of PRSUs hereunder, all or a portion of the PRSUs granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreementhereunder will be forfeited, and any Shares issued Stock acquired upon the vesting of such PRSUs (and any proceeds from the disposition of all or other payments made in respect thereof, shall portion of such Stock) will be subject to recoupment, in the discretion of the Committee, in the event that: (i) the Committee determines that Participant materially breaches Participant’s employment or post-employment obligations to the Company and its Affiliates; or (ii) any forfeiture event set forth in any incentive compensation clawback or recoupment policy that approved by the Company may adopt from time to time, to the extent (including any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed approved to comply with the requirements listing standards of Rule 10D-1 promulgated under any national securities exchange or association on which the U.S. Securities Exchange Stock is listed or as is otherwise required by the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law) occurs. Participant further acknowledges and agrees that the adoption or amendment of 1934, as amendedany such clawback or recoupment policy on or after the date the PRSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and the Company’s Senior Leadership Recoupment Policyseeks, each attached hereto as Appendix C. By accepting the grant of RSUs recoupment under this Agreement paragraph, Participant shall promptly reimburse the amount to which the Company is entitled to recoup hereunder. In the event Participant acknowledgesfails to make prompt reimbursement of any such amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, agrees Participant acknowledges and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary shall have the right to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) deduct such amount from the compensation or other payments due to Participant from the Company or its Affiliates or (ii) to issue instructionstake any other appropriate action to recoup such amount. The rights contained in this paragraph shall be in addition to, on the Participant’s behalfand shall not limit, to any brokerage firm and/or third party administrator engaged by other rights or remedies that the Company to hold the Participant’s Shares and other amounts acquired or its Affiliates may have under the Plan to re-conveylaw or in equity, transfer or otherwise return such Shares and/or other amounts to including, without limitation, any rights the Company and (ii) its Affiliates may have under any other agreement or arrangement with the Constituent Companies’ recovery of any covered compensation through any method of recovery that Participant to which the Company deems appropriateParticipant has consented, including without limitation or as permitted by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered compensation granted Notwithstanding any other provisions in this Agreement to the Participant by contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Constituent CompaniesCompany which is subject to recovery under any law, including government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (the RSUs granted "Recoupment Rights") as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that the foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the ▇▇▇▇ ▇▇▇▇▇ Act and such rules and regulation as hereafter may be adopted and in effect. In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 28, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and any Shares issued as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) to take any other appropriate action to recoup such payments. This Agreement is executed and delivered on the day and year first above written. By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Its: Chairman of the Board of Directors and Chair of the Compensation Committee of the Board of Directors ▇▇▇ ▇▇▇▇▇▇▇ Executive will be eligible to participate in the Rainmaker Systems, Inc. Corporate Bonus Plan, which was established in 2009 for the benefit of our executive officers. The Corporate Bonus Plan is generally structured as follows, with changes made in respect thereoffrom year-to-year to reflect changing business needs and competitive circumstances: • At the beginning of each fiscal year, shall be our CEO and CFO recommend quarterly and annual financial performance targets, as discussed below, subject to any recoupment policy the approval of the Compensation Committee. • At the close of each quarter of the fiscal year, the Compensation Committee assesses the Company’s performance against the pre-established quarterly metrics. Provided that the Company may adopt from time to timeachieves at least 80 percent of its quarterly goals, to the extent any executive officers receive after the close of such policy is quarter a bonus based on their individual payout target percentage and the weighted value of the applicable to goal. • Similarly, at the Participant and to such compensationclose of the fiscal year, including, but not limited to, the Compensation Committee assesses the Company’s Mandatory Recoupment Policyperformance against the pre-established annual metrics. Provided that the Company achieves at least 80 percent of its annual goals, designed the executive officers receive after the close of the fiscal year a bonus based on their individual payout target percentage and the weighted value of the applicable goal. The Corporate Bonus Plan provides for cash bonuses to comply with be paid quarterly and annually when the requirements predetermined performance targets are achieved. The amount of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, quarterly and annual bonuses that the Company pays to its executive officers participating in the plan is determined by a formula that weighs the Company’s Senior Leadership Recoupment Policyquarterly and annual achievement of the pre-established goals. A bonus is only paid in the event the Company achieves at least 80 percent of its performance target (i.e., the executive would receive 80% of the applicable bonus payment relating to such performance target for such quarter or year, as applicable). If the Company’s performance for any measure falls between 80 percent and 100 percent, then the Company interpolates to determine the applicable payout percentage. If the Company’s performance for any measure exceeds 100 percent, the bonus amount payable to each attached hereto as Appendix C. By accepting such officer in respect of such component of the grant bonus formula shall be increased by 1% for each whole 1% increment achieved above such 100% attainment up to an incremental maximum of RSUs under this Agreement 20%. For the Participant acknowledges2013 calendar year, agrees Executive shall be eligible, beginning in the second quarter of 2013, for a quarterly and consents annual bonus of up to 75% of base salary in the aggregate, determined by reference to the Company’s applicationperformance against the following quarterly and annual performance targets, implementation and enforcement of with the weights assigned to each performance target also set forth below. • Quarterly net revenue or ▇▇▇▇▇▇▇▇ (a) such recoupment policies with respect to all covered compensation received or to be received as determined by the Participant from compensation committee) (40% weighting); Exhibit A • Quarterly EBITDA or Adjusted Cash Flow (as determined by the Constituent Companies Compensation Committee) (including, for the avoidance of doubt, the RSUs, any other equity awards 40% weighting); and any global annual bonus payments previously granted or in the future to be granted • Annual Net Promoter Score (“NPS”) and Employee Net Promoter Score (“eNPS”) (20% weighting). The following definitions and guidelines shall apply to the Participant2013 bonus methodology and payments set forth in this Exhibit A: 2013 performance targets for quarterly net revenue, quarterly EBITDA (or quarterly Adjusted Cash Flow, as the case may be), NPS and eNPS will be subject to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes approval of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailCompensation Committee.

Recoupment. All covered compensation granted Notwithstanding any other provisions in this Agreement to the Participant by contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Constituent CompaniesCompany which is subject to recovery under any law, including government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (the RSUs granted "Recoupment Rights") as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention LEGAL27977079.2 that the foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the ▇▇▇▇ ▇▇▇▇▇ Act and such rules and regulation as hereafter may be adopted and in effect. In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 28, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and any Shares issued as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be reimbursed hereunder from the compensation or other payments made in respect thereof, shall be subject due to any recoupment policy that the Executive from the Company may adopt from time or (ii) to timetake any other appropriate action to recoup such payments. This Agreement is executed and delivered on the day and year first above written. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, to Chairman of the extent any such policy is applicable to Compensation Committee of the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements Board of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of Directors Date Date LEGAL27977079.2 (a) such recoupment policies with respect Any provision in an employment agreement which provides that an employee shall assign, or offer to all covered compensation received assign, any of his or her rights in an invention to be received his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (1) Result from any work performed by the Participant from the Constituent Companies (including, employee for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and employer. (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the terms provision is against the public policy of this Agreement state and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailis unenforceable.

Recoupment. All covered compensation granted to 18.1 In the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, event of a restatement of the Company’s Mandatory Recoupment Policy, designed to comply consolidated financial statements (beginning with the requirements financial statements for the quarterly period ending December 31, 2010), the Company shall have the right to take appropriate action to recoup from the Employee any portion of Rule 10D-1 promulgated under any bonus and other equity or non-equity compensation received by the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting Employee the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents which was tied to the Company’s applicationachievement of one or more specific performance targets, implementation and enforcement of (a) such recoupment policies with respect to all covered the period for which such financial statements are or will be restated (“Recoupment Amount”), regardless of whether the Employee engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, he otherwise would not have received such bonus or other compensation received (or to be received by portion thereof). In the Participant from event the Constituent Companies (includingCompany is entitled to, for the avoidance of doubtand seeks, recoupment under this Clause 18, the RSUsEmployee shall promptly reimburse the Recoupment Amount to which the Company is entitled to recoup hereunder. In the event the Employee fails to make prompt reimbursement of any such Recoupment Amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, any other equity awards the Employee acknowledges and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take shall have the right to (i) deduct such actions as are necessary to effectuate Recoupment Amount from the recoupment policy (as applicable compensation or other payments due to the ParticipantEmployee from the Company or (ii) or applicable law without further consent or to take any other appropriate action being required by the Participantto recoup such Recoupment Amount. For purposes of the foregoingthis Clause 18, the Participant expressly and explicitly authorizes (i) Recoupment Amount shall be calculated on an after-tax basis unless such restatement results from the Employee’s misconduct within the meaning of Section 304 of the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. 18.2 The Employee acknowledges that the Company does not waive its right to issue instructions, on seek recoupment of any Recoupment Amount as described under this Clause 18 for failure to demand repayment or reduce the Participant’s behalf, payments made to any brokerage firm and/or third party administrator engaged the Employee. Any such waiver must be done in a writing that is signed by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to both the Company and (ii) the Constituent Companies’ recovery of Employee. 18.3 The rights contained in this Clause 18 shall be in addition to, and shall not limit, any covered compensation through any method of recovery other rights or remedies that the MF Global Group may have under law or in equity, including, without limitation, any rights the Company deems appropriate, including without limitation by reducing may have under any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company other MF Global Group recoupment policy conflict, or other agreement or arrangement with the terms of the recoupment policy shall prevailEmployee.

Recoupment. All covered (a) In the event of a restatement of the Company’s consolidated financial statements, the Board shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation granted received by the Executive the payment, grant or vesting of which was tied to the Participant achievement of one or more specific performance targets, which bonus or other compensation would not have been paid, granted or vested based on the restated financial statements for the applicable period; provided, that such actions are commensurate with those actions taken with respect to other senior executives of the Company who are or were similarly situated. This Section 12(a) shall become ineffective at such time as the Company adopts a clawback policy pursuant to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be reduced by any un-refundable taxes paid thereon by the Constituent CompaniesExecutive. The Company shall be permitted to request any recoupment at any time within the Employment Period or for three (3) years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). (b) In the event the Company is entitled to, including the RSUs granted and seeks, recoupment under this AgreementSection 12, the Executive shall, no later than sixty (60) days following the request, reimburse the amounts which the Company is entitled to recoup hereunder. If the Executive fails to pay such reimbursement, to the extent permitted by applicable law and any Shares issued not in violation of Section 409A of the Code, the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) take any other appropriate action to recoup such payments. The Executive acknowledges that the Company does not waive its right to seek recoupment of any amounts as described under this Section 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in respect thereof, a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 12 shall be subject to in addition to, and shall not limit, any recoupment policy other rights or remedies that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated have under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted law or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailequity.

Recoupment. All covered compensation Performance Shares, whether unvested or vested, any Shares issued pursuant to the Performance Shares, and proceeds from the sale of such Shares shall be subject to the Company’s Recoupment Policy, as amended from time to time (the “Recoupment Policy”). As such, any Performance Shares granted to the Participant by the Constituent CompaniesParticipant, including the RSUs granted under this Agreementany Shares acquired pursuant to such Performance Shares, and any Shares issued or other payments made in respect thereofproceeds from the sale of such Shares, shall be subject to any recoupment policy that deduction, clawback or forfeiture as provided under the Company may adopt from time to time, Recoupment Policy (to the extent any such policy Participant is applicable subject to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed ) or as otherwise required to comply with the requirements of Rule 10D-1 promulgated Applicable Laws. In order to satisfy any recoupment or clawback obligation arising under the U.S. Securities Exchange Act of 1934Recoupment Policy or otherwise under Applicable Laws, as amendedamong other things, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator or stock plan service provider engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan Performance Shares to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and upon the Company’s enforcement of the Recoupment Policy or compliance with Applicable Law. * * * * * APPENDIX A (ii“VESTING APPENDIX”) TO PERFORMANCE SHARE AWARD AGREEMENT [Vesting terms to be determined at the Constituent Companies’ recovery time of any covered compensation through any method of recovery that grant.] APPENDIX B (“GLOBAL APPENDIX”) TO PERFORMANCE SHARE AWARD AGREEMENT Certain capitalized terms used but not defined in this Global Appendix have the Company deems appropriatemeanings set forth in the Performance Share Award Agreement (the “Agreement”) or, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflictif not defined therein, the terms of the recoupment policy shall prevailPlan.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, ,agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered (a) In the event of a restatement of the Company’s financial statements that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from Executive any portion of any bonus and other equity or non-equity compensation granted received by Executive, the grant or vesting of which was expressly conditioned on the achievement of one or more specific financial performance targets with respect to the Participant by period for which such financial statements are restated, regardless of whether Executive engaged in any misconduct or was at fault or responsible in any way for causing the Constituent Companiesrestatement, including if, based on the RSUs granted financial statements as so restated, Executive otherwise would not have received such bonus or other compensation or portion thereof. In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 2.8, Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such reimbursement) of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and any Shares issued as to which the Company seeks recoupment hereunder, Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments made due to Executive from the Company or (ii) take any other appropriate action to recoup such payments. The Company’s right of recoupment pursuant to this Section 2.8 shall not apply to compensation which was paid or which became vested, as applicable, more than three years prior to the earlier of the first public issuance or first filing with the Securities and Exchange Commission of the applicable restatement of financial statements. Any waiver of the Company’s right of recoupment must be done in respect thereof, a writing that is signed by both the Company and Executive. (b) The rights contained in this Section 2.8 shall be subject to in addition to, and shall not limit, but shall not duplicate any recoupment policy pursuant to, any other rights or remedies that the Company may adopt from time to timehave under law, to the extent any such policy is applicable to the Participant and to such compensationin equity or otherwise, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUswithout limitation, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that rights the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to have under any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailor other agreement or arrangement with Executive.

Recoupment. All covered (a) In the event of a restatement of the Company’s consolidated financial statements, the Board shall have the right to take appropriate action to recoup from the Executive any portion of any bonus and other equity or non-equity compensation granted received by the Executive the payment, grant or vesting of which was tied to the Participant by achievement of one or more specific performance targets, which bonus or other compensation would not have been paid, granted or vested if based on the Constituent Companiesrestated financial statements for the applicable period; provided, including that such actions are commensurate with those actions taken with respect to other senior executives of the RSUs granted Company who are or were similarly situated. This Section 12(a) shall become ineffective at such time as the Company adopts a clawback policy pursuant to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be adjusted to take into account any taxes that the Executive has already paid. The Company shall be permitted to request any recoupment at any time within the Employment Period or for three (3) years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). (b) In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 12, and any Shares issued or other payments made in respect thereof, the Executive shall be subject to any recoupment policy that no later than sixty (60) days following the request reimburse the amounts which the Company may adopt from time is entitled to timerecoup hereunder. If the Executive fails to pay such reimbursement, to the extent any such policy is permitted by applicable law and not in violation of Section 409A of the Code, the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant Executive from the Constituent Companies Company or (including, for the avoidance of doubt, the RSUs, ii) take any other equity awards and any global annual bonus payments previously granted or in the future appropriate action to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees recoup such payments. The Executive acknowledges that the Company may take such actions as are necessary does not waive its right to effectuate the seek recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.amounts as described under this

Recoupment. All covered compensation granted As an additional condition of receiving the Award, the Participant agrees that the Incentive Stock Awards whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Participant by Incentive Stock Awards (and any proceeds therefrom) may be subject to recoupment to the Constituent Companies, including extent required (i) under the RSUs granted under Company’s clawback policies in effect as of the date of this Agreement, and or to the extent adopted following the date of this Agreement any Shares issued similar policy applicable to circumstances where the Participant engages in misconduct, fraud, a violation of law or other payments made similar circumstances, and, in respect thereofeach case, shall as they may be subject to any recoupment policy that the Company may adopt amended from time to time, to the extent any such policy is or (ii) under applicable to the Participant and to such compensationlaws, including, but not limited toregulations or stock exchange listing standards (collectively, the Company’s Mandatory “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any among other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoingthings, the Participant expressly and explicitly authorizes (i) authorize the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan Incentive Stock Awards to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) upon the Constituent Companies’ Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any covered compensation through plan of, or agreement with, the Company, any method of recovery Subsidiary, Affiliate and/or the Employer. Language. By participating in the Plan, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English to allow the Company deems appropriate, including without limitation by reducing any amount that is or may become payable Participant to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that understand the terms and conditions of this Agreement and Plan. If the Participant has received this Agreement or any Company recoupment policy conflictother document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the terms of the recoupment policy shall prevail.English version will control, unless otherwise required by applicable law. Omnibus Equity Incentive Plan - ISA Agreement - 8 Rev. March 2025

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered The Performance Units granted pursuant to this Agreement are subject to the terms and conditions contained in the Company’s Compensation Clawback Policy adopted on January 19, 2021 (as such policy may be amended from time to time, the “Recoupment Policy”), which permits the Company to recoup all or a portion of incentive-based compensation made or granted to certain employees of the Participant Company or any of its Subsidiaries upon the occurrence of certain events described therein, and the Performance Units granted pursuant to this Agreement may become subject to any clawback policy that may be adopted by the Constituent CompaniesCompany in the future, including without limitation any such policy or amended version of the RSUs Recoupment Policy required to comply with the final rules of the Securities and Exchange Commission and/or Nasdaq listing standards with respect to recoupment adopted pursuant to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the Recoupment Policy, together with any such other policies, each a “Policy” and collectively, the “Policies”). In the event that the Performance Units (and any shares of Common Stock, property or cash) granted or issued to the Grantee pursuant to this Agreement are or become subject to recoupment pursuant to a Policy, the Company may utilize any method of recovery specified in any such Policy in connection with any award recoupments required or permitted under any such Policy. By acceptance of the grant of the Performance Units granted under this Agreement, the Grantee agrees that any performance-based vesting equity awards granted to the Grantee pursuant to any agreement previously entered into by the Grantee and the Company, including any Shares issued or other payments made in respect thereofperformance units awarded to the Grantee prior to the date hereof, shall be subject to recoupment under the Recoupment Policy and pursuant to any recoupment policy Policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with board of directors adopts following the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevaildate hereof.

Recoupment. All covered compensation granted By accepting these RSUs, Participant acknowledges, understands and agrees that any award of RSUs, any Shares acquired pursuant to such RSUs, and any gains realized from the sales of such Share are subject to the Company’s Amended and Restated Clawback / Recoupment Policy and to the extent Participant is designated an “executive officer” by the Constituent CompaniesCommittee, including the Company’s Rule 10D-1 Clawback Policy, as each is amended from time to time (collectively, the “Company Recoupment Policies”). As such, any award of RSUs granted under this Agreementthat was made to a Participant who is subject to the Company Recoupment Policies, and any Shares issued acquired pursuant to such RSUs, may be subject to deduction, clawback or other payments made in respect thereof, forfeiture to satisfy a recoupment obligation under the Company Recoupment Policies. Participant further agrees that the RSUs and any financial gain realized by Participant through the RSUs shall be subject to any recoupment policy that forfeiture, deduction, and/or repayment to the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed required to comply with the requirements of Rule 10D-1 promulgated any Applicable Laws. In order to satisfy any recoupment obligation arising under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Company Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUsPolicies, any other equity awards and any global annual bonus payments previously granted clawback or in the future to be granted to the Participant), to the extent applicable, and (b) any provision recoupment policy of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoingotherwise under Applicable Laws, the among other things, Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator or stock plan service provider engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan RSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Company Recoupment Policies. The Company Recoupment Policies provide, among other things, that if Participant is terminated for Cause (as defined in the Plan) or commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee or management, to the extent delegated by the Committee, may direct the Company to (i) cancel any outstanding portion of the RSUs and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is recover all or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms a portion of the recoupment policy shall prevailfinancial gain realized by Participant through the RSUs.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (ix) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevail.

Recoupment. All covered compensation granted As an additional condition of receiving the Award, the Participant agrees that the Incentive Stock Awards whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Participant by Incentive Stock Awards (and any proceeds therefrom) may be subject to recoupment to the Constituent Companies, including extent required (i) under the RSUs granted under Company’s clawback policies in effect as of the date of this Agreement, and or to the extent adopted following the date of this Agreement any Shares issued similar policy applicable to circumstances where the Participant engages in misconduct, fraud, a violation of law or other payments made similar circumstances, and, in respect thereofeach case, shall as they may be subject to any recoupment policy that the Company may adopt amended from time to time, to the extent any such policy is or (ii) under applicable to the Participant and to such compensationlaws, including, but not limited toregulations or stock exchange listing standards (collectively, the Company’s Mandatory “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any among other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoingthings, the Participant expressly and explicitly authorizes (i) authorize the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan Incentive Stock Awards to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) upon the Constituent Companies’ Company’s enforcement of the Recoupment Policy. No recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable as described in this section will be an event giving rise to the Participant’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Affiliate and/or the Employer. The Omnibus Equity Incentive Plan - ISA Agreement - 8 Rev June 2025 Language. By participating in the Plan, the Participant further agrees acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English to comply with any request or demand for repayment by any Constituent Company in order allow the Participant to comply with such policies or applicable law. To the extent that understand the terms and conditions of this Agreement and Plan. If the Participant has received this Agreement or any Company recoupment policy conflictother document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the terms of the recoupment policy shall prevailEnglish version will control, unless otherwise requirede by applicable law.

Recoupment. All covered compensation Performance Shares, whether unvested or vested, any Shares issued pursuant to the Performance Shares, and proceeds from the sale of such Shares shall be subject to the Company’s Recoupment Policy, as amended from time to time (the “Recoupment Policy”). As such, any Performance Shares granted to the Participant by the Constituent CompaniesParticipant, including the RSUs granted under this Agreementany Shares acquired pursuant to such Performance Shares, and any Shares issued or other payments made in respect thereofproceeds from the sale of such Shares, shall be subject to any recoupment policy that deduction, clawback or forfeiture as provided under the Company may adopt from time to time, Recoupment Policy (to the extent any such policy Participant is applicable subject to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed ) or as otherwise required to comply with the requirements of Rule 10D-1 promulgated Applicable Laws. In order to satisfy any recoupment or clawback obligation arising under the U.S. Securities Exchange Act of 1934Recoupment Policy or otherwise under Applicable Laws, as amendedamong other things, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator or stock plan service provider engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan Performance Shares to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or compliance with Applicable Law. * * * * * APPENDIX A (“VESTING APPENDIX”) TO PERFORMANCE SHARE UNIT AGREEMENT APPENDIX B (“GLOBAL APPENDIX”) TO PERFORMANCE SHARE UNIT AGREEMENT Certain capitalized terms used but not defined in this Global Appendix have the meanings set forth in the Performance Share Units Agreement (the “Agreement”) or, if not defined therein, the Plan. Terms and (ii) Conditions This Global Appendix includes additional terms and conditions that govern the Constituent Companies’ recovery Performance Shares granted to Participant under the Plan if Participant resides and/or works in one of the countries listed below. If Participant is a citizen or resident of a country other than the one in which Participant resides and/or works, is considered a resident of another country for local law purposes or transfers employment and/or residency between countries after the Grant Date, the Company shall determine, in its sole discretion, to what extent the terms and conditions contained herein shall apply to Participant. Notifications This Global Appendix also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2025. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information in this Global Appendix as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may become out of date in the future. In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any covered compensation through any method particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation. Finally, if Participant is a citizen or resident of recovery that a country other than the Company deems appropriateone in which Participant resides and/or works, including without limitation by reducing any amount that is considered a resident of another country for local law purposes or transfers employment and/or residency to another country after the Grant Date, the information contained herein may become payable not be applicable to Participant. DATA PRIVACY PROVISIONS APPLICABLE TO PARTICIPANTS IN THE EEA+ Participants in the European Union/European Economic Area/Switzerland/United Kingdom (collectively, the “EEA+”) should refer to the Data Privacy Notice and Declaration of Consent which is available to Participants online through the Company’s Fidelity platform, and which must be acknowledged and accepted as a condition of accepting this Agreement. DATA PRIVACY PROVISIONS APPLICABLE TO PARTICIPANTS OUTSIDE THE EEA+ Participant consents to the collection, use and transfer, in electronic or other form, of Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company 's personal data as described in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflictother Performance Share grant materials by and among, as applicable, the terms Employer, the Company and its other Subsidiaries for the purpose of implementing, administering and managing Participant's participation in the recoupment policy shall prevailPlan.

Recoupment. All covered (a) In the event of a restatement of the Company's financial statements that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from Executive any portion of any bonus and other equity or non-equity compensation granted received by Executive, the grant or vesting of which was expressly conditioned on the achievement of one or more specific financial performance targets with respect to the Participant by period for which such financial statements are restated, regardless of whether Executive engaged in any misconduct or was at fault or responsible in any way for causing the Constituent Companiesrestatement, including if, based on the RSUs granted financial statements as so restated, Executive otherwise would not have received such bonus or other compensation or portion thereof. In the event the Company is entitled to, and seeks, recoupment under this AgreementSection 2.8, Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such reimbursement) of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and any Shares issued as to which the Company seeks recoupment hereunder, Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments made due to Executive from the Company or (ii) take any other appropriate action to recoup such payments. The Company's right of recoupment pursuant to this Section 2.8 shall not apply to compensation which was paid or which became vested, as applicable, more than three years prior to the earlier of the first public issuance or first filing with the Securities and Exchange Commission of the applicable restatement of financial statements. Any waiver of the Company's right of recoupment must be done in respect thereof, a writing that is signed by both the Company and Executive. (b) The rights contained in this Section 2.8 shall be subject to in addition to, and shall not limit, but shall not duplicate any recoupment policy pursuant to, any other rights or remedies that the Company may adopt from time to timehave under law, to the extent any such policy is applicable to the Participant and to such compensationin equity or otherwise, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUswithout limitation, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the Participant), to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that rights the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to have under any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms of the recoupment policy shall prevailor other agreement or arrangement with Executive.

Recoupment. All covered compensation granted By accepting these PSUs, Participant acknowledges, understands and agrees that any award of PSUs, any Shares issued at vesting of the PSUs, and any financial gain realized by Participant through sale of the Shares underlying the PSUs are subject to the Company’s Amended and Restated Clawback / Recoupment Policy and to the extent Participant is designated an “executive officer” by the Constituent CompaniesCommittee, including the RSUs granted under this AgreementCompany’s Rule 10D-1 Clawback Policy, as each is amended from time to time (collectively, the “Company Recoupment Policies”). As such, any award of PSUs that was made to a Participant who is subject to the Company Recoupment Policies, and any Shares issued or other payments made in respect thereof, acquired pursuant to such PSUs shall be subject to any recoupment policy deduction, clawback or forfeiture, as provided under the Company Recoupment Policies. Participant further agrees that the PSUs and any financial gain realized by Participant through the PSUs shall be subject to forfeiture, deduction, and/or repayment to the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed required to comply with the requirements of Rule 10D-1 promulgated any Applicable Laws. In order to satisfy any recoupment obligation arising under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Company Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by the Participant from the Constituent Companies (including, for the avoidance of doubt, the RSUsPolicies, any other equity awards and any global annual bonus payments previously granted clawback or in the future to be granted to the Participant), to the extent applicable, and (b) any provision recoupment policy of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoingotherwise under Applicable Laws, the among other things, Participant expressly and explicitly authorizes (i) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator or stock plan service provider engaged by the Company to hold the Participant’s any Shares and or other amounts acquired under pursuant to the Plan PSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Company Recoupment Policies. The Company Recoupment Policies provide, among other things, that if Participant is terminated for Cause (as defined in the Plan) or commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee or management, to the extent delegated by the Committee, may direct the Company to (i) cancel any outstanding portion of the PSUs and (ii) the Constituent Companies’ recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is recover all or may become payable to the Participant. The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such policies or applicable law. To the extent that the terms of this Agreement and any Company recoupment policy conflict, the terms a portion of the recoupment policy shall prevailfinancial gain realized by Participant through the PSUs.