Common use of Special Forfeiture/Repayment Rules Clause in Contracts

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such time, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross gain realized or obtained by the Grantee resulting from the vesting of such Restricted Share Units, measured at the date of vesting (i.e., the market value of the Restricted Share Units on the vesting date), with respect to any portion of the Restricted Share Units that has already vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's obligations under this item 6 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item 6 constitutes a so-called "noncompete" covenant. However, this item 6 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units to Grantee without including this item 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the then Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee resulting from the vesting settlement of such Restricted Share Units, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Performance Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's ’s obligations under this item 6 Paragraph 5 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Performance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Grantee and that the Company is unwilling to provide the Restricted Share Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct conduct or in Competitor Triggering Conduct during such time, then: (a) the Restricted Share Units Shares (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross gain realized or obtained by the Grantee resulting from the vesting of such Restricted Share UnitsShares, measured at the date of vesting (i.e., the market value of the Restricted Share Units Shares on the vesting date), with respect to any portion of the Restricted Share Units Shares that has already vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's obligations under this item 6 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item 6 constitutes a so-called "noncompete" covenant. However, this item 6 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item 6 are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share UnitsShares, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units Shares and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units Shares to Grantee without including this item 6.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group Company or any of its affiliates and for three years one (1) year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the then Grantee shall, within 30 sixty (60) days following written notice from the CompanyCompany (subject to the opportunity to cure described below), pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee resulting from the vesting settlement of such Restricted Share Units, all Performance Stock Units pursuant to Section 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Performance Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Before the Company seeks recovery from Grantee engages only in Competitor Triggering Conductpursuant to the foregoing sentence, then the Look-Back Period Grantee shall be shortened provided an opportunity to exclude any period more than one year prior be heard by the full Committee and an opportunity to cure the material breach, if curable, within thirty (30) days from the written notice of such material breach is received by Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's ’s obligations under this item 6 Section 5 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 constitutes a so-called "noncompete" covenant. However, this item 6 does prohibit This Section 5 prohibits certain conduct while Grantee is associated with the Cardinal Group Company or any of its affiliates and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee may be a party, including, without limitation, any certificate of compliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Performance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Grantee and that the Company is unwilling to provide the Restricted Share Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Sections 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Optionee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee Optionee agrees not to engage in Triggering Conduct. If Grantee Optionee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee then Optionee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by the Grantee Optionee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Shares underlying the Option on the vesting dateexercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less (y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee Optionee may be released from Grantee's Optionee’s obligations under this item 6 Paragraph 5 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee Optionee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee Optionee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Optionee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Optionee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee Optionee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's Optionee’s receipt of the Restricted Share UnitsOption, in consideration of employment, in consideration of exposing Grantee Optionee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Optionee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement Agreement are voluntary actions on the part of Grantee, Optionee and that the Company is unwilling to provide the Restricted Share Units Option to Grantee Optionee without including the restrictions and covenants of Optionee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group Company or any of its affiliates and for three years one (1) year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the then Grantee shall, within 30 thirty (30) days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee resulting from the vesting settlement of such Restricted Share Units, all Performance Stock Units pursuant to Section 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Performance Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's ’s obligations under this item 6 Section 5 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, such release. The parties acknowledge and agree that such action is in the best interests of the Company. Nothing nothing in this item 6 Section 5 constitutes a so-called "noncompete" “non-compete” covenant. HoweverThis Section 5 does, this item 6 does however, prohibit certain conduct while Grantee is associated with the Cardinal Group Company or any of its affiliates and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee may be a party, including, without limitation, any certificate of compliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Performance Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Grantee and that the Company is unwilling to provide the Restricted Share Performance Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Sections 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timeprior to the second anniversary of the last Vesting Date, then: , subject to Grantee's rights of Due Process (as defined in the Employment Agreement): (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee shall, within 30 60 days following written notice from the Company, pay to the Company an amount equal to the gross gain realized or obtained by the Grantee resulting from the any vesting of such Restricted Share UnitsUnits which has occurred within the immediately preceding two years, measured at the date of vesting (i.e., the market value of the Restricted Share Units on the vesting date), with respect to any portion of the Restricted Share Units that has already vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If ; provided, the Grantee engages only shall not be deemed to have engaged in Triggering Conduct or Competitor Triggering Conduct, then the Look-Back Period Conduct until he shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Grouphave been afforded Due Process. The Grantee may be released from Grantee's obligations under this item 6 Section 8 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item 6 Section 8 constitutes a so-called "noncompetenon-compete" covenant. However, this item 6 Section 8 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item 6 Section 8 are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units to Grantee without including this item 6Section 8.

Special Forfeiture/Repayment Rules. For so long as Grantee Optionee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee Optionee agrees not to engage in Triggering Conduct. If Grantee Optionee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee then Optionee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by the Grantee Optionee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Shares underlying the Option on the vesting dateexercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct Conduct, (the "Look-Back Period"), less y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee Optionee may be released from Grantee's Optionee’s obligations under this item Paragraph 6 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item Paragraph 6 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 6 does, this item 6 does however, prohibit certain conduct while Grantee Optionee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee Optionee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Optionee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Optionee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee Optionee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's Optionee’s receipt of the Restricted Share UnitsOption, in consideration of employment, in consideration of exposing Grantee Optionee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Optionee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement Agreement are voluntary actions on the part of Grantee, Optionee and that the Company is unwilling to provide the Restricted Share Units Option to Grantee Optionee without including the restrictions and covenants of Optionee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 6 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Imprimis Group and for three years one year following Grantee's termination of employment with regardless of the Cardinal Groupreason, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the then Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee resulting from the vesting settlement of such all Restricted Share Units, Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee may be released from Grantee's ’s obligations under this item 6 Paragraph 5 if and only if the Committee (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee is associated with the Cardinal Imprimis Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Grantee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Grantee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Stock Units, in consideration of employment, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Grantee and that the Company is unwilling to provide the Restricted Share Stock Units to Grantee without including the restrictions and covenants of Grantee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination as a Director of employment with the Cardinal GroupCompany, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such time, then: (a) the Restricted Share Units Option (or any part thereof that have has not vestedbeen exercised) shall immediately and automatically terminate, be forfeited, and shall cease to vest be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Option Shares on the vesting dateexercise date and the exercise price paid for such Option Shares), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of service as a Director of the Company. As used herein, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information or material concerning the Company or its subsidiaries (collectively the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment with (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group; and breaching any provision of any benefit or severance agreement with a member of the Cardinal Group. As used herein “Competitor Triggering Conduct” shall include accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of Cardinal Group (a “Competitor”) either during or within one year following Grantee’s termination of service as a Director of the Company. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this item Section 6 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item Section 6 constitutes a so-called "“noncompete" ” covenant. However, this item Section 6 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item Section 6 and of the Grantee's ’s continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item Section 6 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Units, in consideration of employmentOption, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units Option to Grantee without including this item Section 6.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with Employment regardless of the Cardinal Groupreason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the gross option gain realized or obtained by the Grantee Awardee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Shares underlying the Option on the vesting dateexercise date and the exercise price paid for such Shares underlying the Option), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less (y) minus $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee Awardee may be released from Grantee's Awardee’s obligations under this item 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Awardee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee Awardee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Restricted Share UnitsOption, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement Agreement are voluntary actions on the part of Grantee, Awardee and that the Company is unwilling to provide the Restricted Share Units Option to Grantee Awardee without including the restrictions and covenants of Awardee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such certain "Triggering Conduct or in Competitor Triggering Conduct during such timeConduct" (defined below), then: (a) the Restricted Share Units Option (or any part thereof that have has not vestedbeen exercised) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any timebe exercisable; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Option Shares on the vesting dateexercise date and the exercise price paid for such Option Shares), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If Grantee engages the only in Triggering Conduct is Competitor Triggering ConductConduct (as defined below), then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. As used herein, "Triggering Conduct" shall include activity in competition with or inimical, contrary, or harmful to the interests of the Company, including, but not limited to the following: disclosing or misusing any confidential information or material concerning the Company; violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of the Cardinal Group (a "Competitor") either during or within one year following Grantee's termination of employment with the Cardinal Group ("Competitor Triggering Conduct"); directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group; and breaching any provision of any employment or severance agreement with a member of the Cardinal Group. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's obligations under this item 6 7 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item 6 7 constitutes a so-called "noncompete" covenant. However, this item 6 7 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item 6 7 and of the Grantee's continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item 6 7 are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable considerationOption, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units Option to Grantee without including this item 67.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with If the Cardinal Group and for three years following Grantee's termination of employment with the Cardinal Group, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timeprior to the second anniversary of the date on which the Restricted Share Units vest hereunder, then: then subject to Grantee's rights of Due Process (as defined in the Employment Agreement): (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee shall, within 30 60 days following written notice from the Company, pay to the Company an amount equal to the gross gain realized or obtained by the Grantee resulting from the vesting of such Restricted Share Units, measured at the date of vesting (i.e., the market value of the Restricted Share Units on the vesting date), with respect to any portion of the Restricted Share Units that has already vested at any time within three years prior to the Triggering Conduct (the "Look-Back Period"), less $1.00. If ; provided, the Grantee engages only shall not be deemed to have engaged in Competitor Triggering Conduct, then the Look-Back Period Conduct until he shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Grouphave been afforded Due Process. The Grantee may be released from Grantee's obligations under this item 6 Section 7 only if the Committee (or its duly appointed agentagent ) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item 6 Section 7 constitutes a so-called "noncompetenon-compete" covenant. However, this item 6 Section 7 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees This Agreement is subject to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, provisions of the terms of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a partyEmployment Agreement. Grantee acknowledges and agrees that the provisions contained in this item 6 Section 7 are being made for the benefit of the Company in consideration of Grantee's receipt of the Restricted Share Units, in consideration of employment, in consideration of exposing Grantee to the Company's business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units to Grantee without including this item 6Section 7.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with Employment regardless of the Cardinal Groupreason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee Awardee resulting from the vesting settlement of such Restricted Share Units, all Performance Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Performance Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee Awardee may be released from Grantee's Awardee’s obligations under this item 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Awardee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee Awardee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Restricted Share Performance Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Restricted Share Performance Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Awardee and that the Company is unwilling to provide the Restricted Share Performance Stock Units to Grantee Awardee without including the restrictions and covenants of Awardee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee Awardee continues as an employee Employee with the Cardinal CareFusion Group and for three two years following Grantee's termination Termination of employment with Employment regardless of the Cardinal Groupreason, Grantee Awardee agrees not to engage in Triggering Conduct. If Grantee Awardee engages in such Triggering Conduct or in Competitor Triggering Conduct during such timethe time period set forth in the preceding sentence, then: (a) the Restricted Share Units (or any part thereof that have not vested) shall immediately and automatically terminate, be forfeited, and shall cease to vest at any time; and (b) the Grantee then Awardee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to (x) the aggregate gross gain realized or obtained by the Grantee Awardee resulting from the vesting settlement of such all Restricted Share Units, Stock Units pursuant to Paragraph 6 hereof (measured at as of the settlement date of vesting (i.e., the market value of the Restricted Share Stock Units on the vesting such settlement date), with respect to any portion of the Restricted Share Units ) that has have already been settled and that had vested at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), less minus (y) $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's termination of employment with the Cardinal Group. The Grantee Awardee may be released from Grantee's Awardee’s obligations under this item 6 Paragraph 5 if and only if the Committee Administrator (or its duly appointed agentdesignee) determinesauthorizes, in writing and in its sole discretion, that such action is in the best interests of the Companyrelease. Nothing in this item 6 Paragraph 5 constitutes a so-called "“noncompete" ” covenant. HoweverThis Paragraph 5 does, this item 6 does however, prohibit certain conduct while Grantee Awardee is associated with the Cardinal CareFusion Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement Agreement under certain circumstances, including but not limited to the Grantee's acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms No provisions of this item 6 and the Grantee's continuing obligations contained herein. No provision of this agreement Agreement shall diminish, negate, negate or otherwise impact any separate noncompete agreement to which Grantee Awardee may be a party, including, but not limited to, any certificate of compliance or similar attestation/certification signed by Awardee; provided, however, that to the extent that any provisions contained in any other agreement are inconsistent in any manner with the restrictions and covenants of Awardee contained in this Agreement, the provisions of this Agreement shall take precedence and such other inconsistent provisions shall be null and void as to this Agreement. Grantee Awardee acknowledges and agrees that the provisions restrictions contained in this item 6 Agreement are being made for the benefit of the Company in consideration of Grantee's Awardee’s receipt of the Restricted Share Stock Units, in consideration of employment, in consideration of exposing Grantee Awardee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee Awardee further acknowledges that the receipt of the Restricted Share Stock Units and execution of this agreement Agreement are voluntary actions on the part of Grantee, Awardee and that the Company is unwilling to provide the Restricted Share Stock Units to Grantee Awardee without including the restrictions and covenants of Awardee contained in this item 6Agreement. Further, the parties agree and acknowledge that the provisions contained in Paragraphs 4 and 5 are ancillary to, or part of, an otherwise enforceable agreement at the time the agreement is made.

Special Forfeiture/Repayment Rules. For so long as Grantee continues as an employee with a Director of the Cardinal Group Company and for three years following Grantee's ’s termination as a Director of employment with the Cardinal GroupCompany, Grantee agrees not to engage in Triggering Conduct. If Grantee engages in such “Triggering Conduct Conduct” or in Competitor Triggering Conduct during such time, then: (a) the Restricted Share Units Option (or any part thereof that have has not vestedbeen exercised) shall immediately and automatically terminate, be forfeited, and shall cease to vest be exercisable at any time; and (b) the Grantee shall, within 30 days following written notice from the Company, pay to the Company an amount equal to the gross option gain realized or obtained by the Grantee or any transferee resulting from the vesting exercise of such Restricted Share UnitsOption, measured at the date of vesting exercise (i.e., the difference between the market value of the Restricted Share Units Option Shares on the vesting dateexercise date and the exercise price paid for such Option Shares), with respect to any portion of the Restricted Share Units Option that has already vested been exercised at any time within three years prior to the Triggering Conduct (the "“Look-Back Period"”), . less $1.00. If Grantee engages only in Competitor Triggering Conduct, then the Look-Back Period shall be shortened to exclude any period more than one year prior to Grantee's ’s termination of service as a Director of the Company. As used herein, “Triggering Conduct” shall include disclosing or using in any capacity other than as necessary in the performance of duties as a Director of the Company any confidential information or material concerning the Company or its subsidiaries (collectively, the “Cardinal Group”); violation of Company policies, including conduct which would constitute a breach of the then-most recent version of the Certificate of Compliance with Company Policies signed by the Grantee; directly or indirectly employing, contacting concerning employment, or participating in any way in the recruitment for employment with (whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the previous twelve months an employee, representative, officer, or director of the Cardinal Group; and breaching any provision of any benefit or severance agreement with a member of the Cardinal Group. As used herein, “Competitor Triggering Conduct” shall include accepting employment with or serving as a consultant, advisor, or any other capacity to an entity that is in competition with the business conducted by any member of the Cardinal Group (a “Competitor”) either during or within one year following Grantee’s termination of service as a Director of the Company. The Committee shall resolve in good faith any disputes concerning whether particular conduct constitutes Triggering Conduct or Competitor Triggering Conduct, and any such determination by the Committee shall be conclusive and binding on all interested persons. The Grantee may be released from Grantee's ’s obligations under this item Section 6 only if the Committee (or its duly appointed agent) determines, in writing and in its sole discretion, that such action is in the best interests of the Company. Nothing in this item Section 6 constitutes a so-called "“noncompete" ” covenant. However, this item Section 6 does prohibit certain conduct while Grantee is associated with the Cardinal Group and thereafter and does provide for the forfeiture or repayment of the benefits granted by this agreement under certain circumstances, including but not limited to the Grantee's ’s acceptance of employment with a Competitor. Grantee agrees to provide the Company with at least ten days written notice prior to directly or indirectly accepting employment with or serving as a consultant, advisor, or in any other capacity to a Competitor, and further agrees to inform any such new employer, before accepting employment, of the terms of this item Section 6 and of the Grantee's ’s continuing obligations contained herein. No provision of this agreement shall diminish, negate, or otherwise impact any separate noncompete agreement to which Grantee may be a party. Grantee acknowledges and agrees that the provisions contained in this item Section 6 are being made for the benefit of the Company in consideration of Grantee's ’s receipt of the Restricted Share Units, in consideration of employmentOption, in consideration of exposing Grantee to the Company's ’s business operations and confidential information, and for other good and valuable consideration, the adequacy of which consideration is hereby expressly confirmed. Grantee further acknowledges that the receipt of the Restricted Share Units Option and execution of this agreement are voluntary actions on the part of Grantee, and that the Company is unwilling to provide the Restricted Share Units Option to Grantee without including this item Section 6.