Common use of Clawback Clause in Contracts

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Clawback. Notwithstanding anything If the Executive has committed fraud, embezzlement, a felony or a misdemeanor involving dishonesty, in this Agreement each case that relates to the contraryCompany (“Misconduct”), or if the Company’s financial statements are restated as a result of an audit by a nationally recognized auditing firm and the Executive’s Incentive Bonus or other compensation, employee benefit or vesting was based upon such financial statements, then the Board shall have the right to (i) require reimbursement of Directors any Incentive Bonus or other compensation, benefit or award paid to the Executive within two (2) years of any such restatement as a result of such financial statements that were restated (to the extent that the Executive received a larger Incentive Bonus or other compensation, benefit or award than he otherwise would have received absent the incorrect financial statements); (ii) reinstatement of risk of forfeiture and vesting schedule of any compensation, benefit or award that was vested based on such incorrect financial statements (and recoupment of any gains already realized if such awards or benefits were sold, transferred, disposed of, paid out, or otherwise reduced to cash); (iii) require recoupment of any Incentive Bonus or other compensation, benefit or award paid within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Executive or resulted in damages or costs and expenses to the Company or an appropriate Committee affiliate), (iv) forfeit any vested or unvested compensation, benefits or awards previously granted to the Executive within two (2) years of any such Misconduct (but only to the Board determines thatextent such Misconduct resulted in an excess benefit or unjust enrichment to the Executive or resulted in damages or costs and expenses to the Company or an affiliate), as a result and/or (v) recoup any gains the Executive has previously realized from any such Incentive Bonus or other compensation, benefit or award within two (2) years of fraud, misconduct, a restatement of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Executive or resulted in damages or costs and expenses to the Company or an affiliate). Nothing contained in this Section 14 shall be construed to restrict or otherwise limit the Company’s right to pursue any remedies available at law or in equity. Conversely, if the above-described financial statements, or a significant write-off not statement restatements would result in an increase in the ordinary course Executive’s Incentive Bonus, then, in the absence of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementany Misconduct, the Board or Committee, in its discretionreasonable good faith shall redetermine such Incentive Bonus, shall take such action with respect to this Award as it deems necessary or appropriate to address based on the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionrevised financial statements.

Clawback. Notwithstanding anything in this Agreement This Award shall be subject to the contrary, if the Board clawback provision of Directors Section 16(n) of the Plan and this paragraph. The Company or an appropriate Committee may in its sole discretion and as allowed by law recoup amounts paid to the Executive under this Award Agreement in the event of (a) a financial restatement of the Board determines that, Company's previously issued financial statements as a result of errors, omission, fraud, misconductor noncompliance with any financial reporting requirement under the securities laws, or (b) any conduct by Executive, or concerning which Executive has direct knowledge and fails to timely take action to address, that is materially adverse to the Company (such conduct to include conduct that in the reasonable opinion of the Company: (i) warrants or could warrant the Executive’s dismissal; or (ii) is a restatement violation of the Company’s financial statementsGuiding Principles, or a significant write-off any law, regulation or listing standard (collectively, “Violation”), whether or not such Violation results in the ordinary course of business affecting criminal prosecution or sanctions against Executive or the Company, and whether or not the Company learns of such Violation before or after the Executive’s termination of employment). In such circumstances, the Committee shall review the facts and circumstances underlying the restatement or Violation. After this review, if it is determined that an Award amount was based on the achievement of certain financial statements, an Employeeresults that were the subject of a restatement, or former Employeethat the Violation subjected the Company to financial, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off reputational or incorrect financial statementother harm, the Board or CommitteeCommittee may, in its discretion, shall take such action with respect require the Executive to this reimburse the Company for all or a portion of any Award as it deems necessary or appropriate to address the events that gave rise actually paid to the fraudExecutive or, misconductif such Award has been deferred into the Non-Qualified Deferred Compensation Plan, write-off or restatement and to prevent its recurrenceforfeit the Award so deferred. Such action In each such instance, the Company may include, forfeit (to the extent permitted by applicable law, causing the partial deferred) or full cancellation of this Award and, with respect seek to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee recover (to the extent paid) the amount by which the Executive's Award amount exceeded the lower amount, if any, that would have been made based on the restated financial results or the amount that, in the Company’s sole discretion, the Company was harmed by such Violation. However, if the clawback arises from a material restatement of our financial results, the Company will not seek such recovery where the payment to Executive occurred more than three years prior to the date the Company is required by to prepare the applicable law or rule restatement. If the clawback relates to knowledge of any securities exchange or market materially adverse conduct, there is no time limit on which shares of Common Stock are listed or admitted for tradingrecovery. The Company will determine, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be but subject to the Clawback Policydirection of the Committee), as amended the method for obtaining reimbursement from time to timethe Executive. This Agreement shall The Company may forfeit and/or recoup amounts paid in all events be subject to all rights and obligations respect of an Award regardless of whether the Executive is still employed by the Company or an affiliate on the date forfeiture and/or reimbursement is required. Forfeiture of or recoupment of amounts paid in respect of an Award does not limit any other remedies that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionhave.

Clawback. Notwithstanding anything in this Agreement If the Corporation’s reported financial or operating results become subject to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementmaterial negative restatement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Compensation Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback PolicyCommittee”) and of the Corporation’s board of directors may require the Recipient to pay to the Corporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the EmployeeCommittee determines would not have been vested or paid if the Corporation’s rights with respect results as originally published had been equal to the Award and Corporation’s results as subsequently restated; provided that any other Awards granted requirement or claim under this Section must be made, if at all, within five years after the date the amount claimed was originally vested or paid, whichever is later. In the alternative, the Committee may require Recipient to the Employee shall repay or return compensation awarded hereunder pursuant to such rules as may be subject to the Clawback Policy, as amended adopted from time to time. This Agreement shall in all events be subject time pursuant to all rights and obligations that the Company may have regarding the clawback Section 954 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, to the extent applicable. By acceptance of 2010 any award or Units hereunder, Recipient expressly acknowledges and agrees that any applicable rules and regulations promulgated thereunder from time all Units or Common Stock, as well as the equivalent cash value thereof with respect to time any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the Recipient or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the U.S. Corporation in response to the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange CommissionCommission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of any Units or Common Stock and/or Award-Equivalent Value that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return Common Stock under this Section are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. Notwithstanding anything in this Agreement (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the contraryCorporation an amount corresponding to the amount that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the Board of Directors of date the Company amount claimed was originally vested or an appropriate Committee of paid, whichever is later. In the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementalternative, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action Committee may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee require Recipient to repay or return compensation awarded hereunder pursuant to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee such rules as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time. This Agreement shall in all events be subject time pursuant to all rights and obligations that the Company may have regarding the clawback Section 954 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, to the extent applicable. By acceptance of 2010 any Award or bonus payment hereunder, Recipient expressly acknowledges and agrees that any applicable rules and regulations promulgated thereunder from time all amounts paid to time Recipient hereunder are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the U.S. Corporation in response to the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange CommissionCommission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all bonus amounts paid hereunder in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of any that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder under this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section 7(a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. Notwithstanding anything In the event that after the grant of the Restricted Stock Award but prior to a Change in this Agreement Control (1) the Company issues a material restatement of an initial financial statement, and (2) the Participant engaged in intentional misconduct that caused or contributed to the contraryneed for such a restatement because of material noncompliance by the Company with applicable financial reporting requirements (a “Forfeiture Event”), the Participant, at the request of the Committee made within 90 days after the restatement, shall forfeit those Shares, if any, owned by the Board of Directors Participant at the time of the initial financial statement that is subsequently restated, regardless of whether those Shares are subject to restrictions at such time or whether the restrictions on such Shares shall have lapsed (the “Forfeitable Shares”). In addition, if a Forfeiture Event occurs, the Participant, at the Committee’s request (which request must be made within 90 days after the restatement), shall forfeit all dividends deferred pursuant to Section 2(b) with respect to the Forfeitable Shares that then remain subject to restrictions prior to the Committee’s request and promptly remit to the Company or an appropriate Committee cash equal to the Net Dividends (as hereinafter defined) received by the Participant at any time on the Forfeitable Shares. If the Forfeitable Shares are not owned by the Participant at the time of the Board determines thatCommittee’s request, the Participant shall promptly remit to the Company the “Net Proceeds” (as hereinafter defined) from any sale, after the issuance of an initial financial statement that is subsequently restated, of Forfeitable Shares in lieu of the Forfeitable Shares. “Net Dividends” or “Net Proceeds” shall mean dividends or proceeds, as the case may be net of taxes paid or payable by the Participant as a result of fraud, misconduct, a restatement the receipt of such dividends and the sale of such Shares in an amount reasonably determined by the Committee but including interest on the amount of cash repaid from the date of the Company’s financial statementsreceipt by Participant of such dividends or sale proceeds to the date of payment of such amount to the Company at a rate reasonably determined by the Committee. The Committee may, or a significant write-off but shall not in be required by Participant to, reduce the ordinary course of business affecting forfeiture, return and/or payment obligations hereunder to the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent extent that the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its sole and absolute discretion, shall take such action with respect to this Award as it deems necessary deem appropriate. Nothing herein shall limit any other rights the Company shall have by law for misconduct of the Participant that caused or appropriate to address the events that gave rise contributed to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make need for such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionrestatement.

Clawback. Notwithstanding anything in this Agreement to the contrary, Employee agrees that if the Board of Directors of the Company Employee is or an appropriate Committee of the Board determines that, as becomes a result of fraud, misconduct, a restatement Section 16 executive officer of the Company’s financial statements, or a significant write-off not in the ordinary course event of business affecting any Inaccurate Financial Statement, (i) Employee will return to the Company’s financial statementsCompany on demand all incentive-based compensation payments (whether under this Award, the Plan or otherwise) made to Employee during the 3-year period preceding the date on which the Company is required to prepare an Employee, or former Employee, has received more compensation accounting restatement for such Inaccurate Financial Statement that are in connection with this Award than excess of what would have been paid absent had such incentive-based compensation instead been determined under the fraud, misconduct, writeaccounting restatement; and (ii) all earned but unpaid incentive-off or incorrect financial statement, based compensation awarded to Employee during the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address 3-year period preceding the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to date on which the Company is required to prepare an accounting restatement for such Inaccurate Financial Statement that is in excess of what would have been earned had such incentive-based compensation instead been determined under the partial accounting restatement shall be forfeited. In addition, Employee agrees to application of any clawback, forfeiture, recoupment, or full fair market value similar requirement required to apply to incentive-based compensation granted to Employee under the policies and procedures of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee Company as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time, any current or future applicable law or listing standard or regulatory body requirement. This Agreement The Committee shall in all events have final authority to determine the amount to be subject repaid by Employee and shall have sole and absolute discretion to all rights and obligations that offset required claw-back amounts against any payments due to Employee. An “Inaccurate Financial Statement” is any inaccurate financial statement due to material noncompliance by the Company may have regarding with any financial reporting requirements under the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsecurities laws.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs PSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Clawback. Notwithstanding anything in If there has been a Determination with respect to any Taxable Year or Taxable Years (including for the avoidance of doubt any Taxable Year or Taxable Years that are impacted by such Determination), and the aggregate amount of Tax Benefit Payments previously made to any Member pursuant to this Agreement for such relevant Taxable Years (reduced by any Clawback Payments previously paid to the contraryCorporation by such Member pursuant to this Section 3.5(b) with respect to such relevant Taxable Years) (such amount, the “Aggregate Tax Benefit Payments”) is greater than the aggregate amount that such Tax Benefit Payments for such relevant Taxable Years would equal if calculated by taking into account the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation adjustments made in connection with this Award than would have been paid absent such Determination (including, for the fraudavoidance of doubt, misconductinterest, write-off or incorrect financial statementpenalties and additions to tax related thereto) (such amount, an “Aggregate Adjusted Tax Benefit Amount”), then (i) the Board or Committee, in its discretion, Corporation shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise deliver to the fraudMembers an Amended Schedule (in accordance with Section 2.4) for each relevant Taxable Year (and, misconductfor the avoidance of doubt, write-off or restatement each such Amended Schedule shall reflect the adjustments, interest, penalties and additions to prevent its recurrence. Such action may includetax related to such Determination which arise in the relevant Taxable Year) and (ii) each Member shall, to the extent permitted by applicable law, causing the partial or full cancellation within fifteen (15) days of such Amended Schedule becoming final in accordance with Section 2.4(a) of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion Agreement (the “Clawback PolicyPayment Date”) and that the Employee’s rights with respect ), pay to the Award and Corporation the excess of (x) such Member’s Aggregate Tax Benefit Payments over (y) such Member’s Aggregate Adjusted Tax Benefit Amount, calculated in accordance with such Amended Schedule(s) (such excess, a “Clawback Payment”). Notwithstanding the preceding sentence, Clawback Payments payable pursuant to this Agreement shall first be offset by the Tax Benefit Payment for the Taxable Year in which the Determination is made, as reasonably estimated by the Corporation. In the event that a Member does not make timely payment of all or any other Awards granted portion of a Clawback Payment to the Employee Corporation on or before the Clawback Payment Date, interest (calculated at the Default Rate) in respect of such Clawback Payment shall be subject accrue from the Clawback Payment Date until the date on which such Member makes such Clawback Payment to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionCorporation.

Clawback. Notwithstanding anything in any provisions of this Notice and Agreement to the contrary, if the Board of Directors of any RSUs granted hereunder will be subject to mandatory forfeiture or repayment by Employee to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligationis, or take other necessary or appropriate action in such circumstances. In consideration for the Awardfuture becomes, the Employee acknowledges and agrees that Employee is subject to (a) any Company clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future that is adopted to comply with the Employee to requirements of any applicable laws, rules or regulations, or that is otherwise adopted by the extent Company, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including as required by applicable law or rule the Xxxxxxxx-Xxxxx Act of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any Act, or other applicable rules and regulations promulgated thereunder law, regulation or stock exchange listing requirement, as may be in effect from time to time by time, and which may operate to create additional rights for the U.S. Securities Company with respect to Awards and Exchange Commissionthe forfeiture or recovery of amounts relating thereto. In the event of a forfeiture event under an applicable Company clawback policy, any amounts required to be forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the Plan, and the Company shall be entitled to recover from Employee the amount specified under the clawback policy to be forfeited. By accepting this grant of RSUs, Employee agrees and acknowledges that Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company to provide for the forfeiture or to recover or recoup this Award or amounts paid under this Award subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy or the Plan. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to forfeit, recover or recoup this Award or amounts paid hereunder from Employee’s accounts, or pending or future compensation awards that may be made to Employee.

Clawback. Notwithstanding anything in In the event that the Committee, within 3 years of the Award Date or within 3 years of the date of vesting of any portion of the Award hereunder, determines that the number of Units or Shares awarded under this Agreement was based on materially inaccurate financial statements (including, but not limited to, statements of earnings, revenues, or gains) or other materially inaccurate performance metric criteria, then the Company has the right to cancel the unvested Units awarded to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with Employee under this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award Agreement and, with respect to RSUs that have vestedShares awarded under this Agreement upon the vesting of Units, requiring the Employee agrees that the Company has the right to repay cancel the Shares delivered to the Employee under this Agreement if still owned by the Employee or, if such Shares are no longer owned by the Employee or the Company is otherwise unable to cancel the Shares, to recover from the Employee the value of the Shares delivered to the Employee under this Agreement. The Committee may also cancel this Award if the Employee has engaged in or engages in an activity that is in conflict with or adverse to the interest of the Company while employed by or providing services to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board any Subsidiary, including fraud or Committee may make such a cancellation, impose such a repayment obligation, conduct contributing to any financial restatements or take other necessary or appropriate action in such circumstancesirregularities. In consideration for the Awardaddition, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading(including, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policywithout limitation, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D 304 of the Exchange Act, Xxxxxxxx-Xxxxx Act and Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable Act) and/or the rules and regulations promulgated thereunder from time of any securities exchange or inter-dealer quotation service on which the Company’s Shares are listed or quoted, or if so required pursuant to time a written policy adopted by the U.S. Securities and Exchange CommissionCompany, this Award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements.

Clawback. Notwithstanding anything in this Agreement If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require the Recipient to pay to the contraryCorporation an amount corresponding to the amount that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section must be made, if at all, within five years after the Board of Directors of date the Company amount claimed was originally vested or an appropriate Committee of paid, whichever is later. In the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementalternative, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action Committee may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee require Recipient to repay or return compensation awarded hereunder pursuant to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee such rules as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time. This Agreement shall in all events be subject time pursuant to all rights and obligations that the Company may have regarding the clawback Section 954 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, to the extent applicable. By acceptance of 2010 any Award or bonus payment hereunder, Recipient expressly acknowledges and agrees that any applicable rules and regulations promulgated thereunder from time all amounts paid to time Recipient hereunder are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the U.S. Corporation in response to the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange CommissionCommission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all bonus amounts paid hereunder in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of any that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder under this Section are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. Notwithstanding anything If the Employee has committed fraud, embezzlement, a felony or a misdemeanor involving dishonesty, in this Agreement each case that relates to the contraryCompany (“Misconduct”), or if the Company’s financial statements are restated as a result of an audit by a nationally recognized auditing firm and the Employee’s Incentive Bonus, Incentive Pool Plan benefits, or other compensation, employee benefit or vesting was based upon such financial statements, then the Board shall have the right to (i) require reimbursement of Directors any Incentive Bonus or Incentive Pool Plan or other compensation, benefit or award paid to the Employee within two (2) years of any such restatement as a result of such financial statements that were restated (to the extent that the Employee received a larger Incentive Bonus, Incentive Pool Plan payment, or other compensation, benefit or award than he otherwise would have received absent the incorrect financial statements); (ii) reinstatement of risk of forfeiture and vesting schedule of any Incentive Pool Plan award or other compensation, benefit or award that was vested based on such incorrect financial statements (and recoupment of any gains already realized if such awards or benefits were sold, transferred, disposed of, paid out, or otherwise reduced to cash); (iii) require recoupment of any Incentive Bonus or Incentive Pool Plan benefit or other compensation, benefit or award paid within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, Affiliate; (iv) forfeit any vested or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy unvested Incentive Pool Plan benefits or other written agreement compensation, benefits or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards awards previously granted to the Employee within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate); and/or (v) recoup any gains the Employee has previously realized from any such Incentive Bonus, Incentive Pool Plan benefit, or other compensation, benefit or award within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate). Nothing contained in this Section 13 shall be subject construed to restrict or otherwise limit the Clawback PolicyCompany’s right to pursue any remedies available at law or in equity. Conversely, as amended from time to time. This Agreement shall if the above-described financial statement restatements would result in all events be subject to all rights and obligations that an increase in the Company may have regarding Employee’s Incentive Bonus or Incentive Pool Plan benefits or vesting, then, in the clawback absence of “incentive-based compensation” under Section 10D of the Exchange Actany Misconduct, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by Board in its reasonable good faith shall redetermine such Incentive Bonus or Incentive Pool Plan benefits or vesting, based on the U.S. Securities and Exchange Commissionrevised financial statements.

Clawback. Notwithstanding anything To the extent required by applicable law, in this Agreement the event of a material inaccuracy in the Company’s statements of earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from Executive any portion of any incentive compensation received by Executive, the grant of which was tied to the contraryachievement of one or more specific earnings targets (e.g., if revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the Board period for which such financial statements are materially inaccurate, regardless of Directors of whether Executive engaged in any misconduct or was at fault or responsible in any way for causing the Company or an appropriate Committee of the Board determines thatmaterial inaccuracy, if, as a result of fraudsuch material inaccuracy, misconductExecutive otherwise would not have received such incentive compensation (or portion thereof). In the event that the Company is entitled to, a restatement of the Company’s financial statementsand seeks, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect recoupment pursuant to this Award as it deems necessary or appropriate to address paragraph, Executive shall promptly reimburse the events that gave rise to the fraud, misconduct, writeafter-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation tax portion (after taking into account all available deductions in respect of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to such reimbursement) of such incentive compensation which the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstancesis entitled to recoup hereunder. In consideration for the Awardevent that Executive fails to make prompt reimbursement of any such incentive compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Employee Executive acknowledges and agrees that Employee is subject the Company shall have the right to any clawback or recoupment policy (i) deduct the amount to be reimbursed hereunder from the compensation or other written agreement or arrangement payments due to Executive from the Company may have now or in (ii) to take any other appropriate action to recoup such payments. The Company’s right of recoupment pursuant to this paragraph shall apply only if the future with demand for recoupment is made not later than three years following the Employee to the extent required by payment of applicable law or rule incentive compensation. The Company must seek recoupment of any securities exchange or market on such payments from Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which shares of Common Stock are listed or admitted forms the basis for tradingsuch recoupment pursuant to this paragraph. The rights contained in this paragraph shall be in addition to, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and shall not limit, any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations or remedies that the Company may have regarding under law or in equity, including, without limitation, any rights the clawback of “incentive-based compensation” Company may have under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.other Company recoupment policy or other agreement or arrangement with Executive. * * * *

Clawback. Notwithstanding anything In the event the Executive violates any provision of this Agreement, as reasonably determined by CBE’s Board or Directors (the “Board”) or any Committee comprised of members of the Board, or if Executive engages in this Agreement to activities including, but not limited to, (a) performing services for or on behalf of any Competitor of, or competing with, the contrary, if the Board of Directors Company or any Affiliate; (b) a violation or applicable business ethics policies or business policies of the Company or an appropriate Committee any Affiliate; (c) unauthorized disclosure of Confidential Information of the Board determines thatCompany or any Affiliate; (d) fraud or misconduct; (e) an act or acts of personal dishonesty by the Executive intended to result in the personal enrichment of the Executive; (f) wanton and willful misconduct or gross negligence by the Executive in the performance of his or her duties and obligations; (g) neglect of Executive’s assigned duties; (h) a criminal act including, as a result of fraudbut not limited to, misconductthe arrest or indictment for an alleged criminal act; (i) CBE is required to complete an accounting restatement due to material noncompliance with financial reporting requirements; or (j) any other conduct detrimental to the Company or any Affiliate, a restatement of including the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Companyany Affiliate’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, reputation as reasonably determined by the Board or Committeeany Committee comprised of members of the Board, in its discretionthen (i) any Performance Shares granted hereunder that have not yet been awarded to the Executive shall immediately be canceled for no consideration, shall take such action and (ii) with respect to this Award as it deems necessary or appropriate Performance Shares previously awarded to address Executive, the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to Executive shall immediately repay to the Company an amount in cash equal to the partial or full aggregate fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradingPerformance Shares awarded, as determined by on the Committee in its sole discretion (date the “Clawback Policy”) and that award was earned based on the Employeeclosing price of CBE’s rights Common Shares on the New York Stock Exchange on such date, including the value of any Performance Shares used to satisfy tax withholding requirements, plus the amount of dividend equivalents paid with respect to such award. Clause (ii) of the Award and any other Awards granted preceding sentence shall only apply with respect to Performance Shares awarded to Executive (A) on or after the date of Executive’s termination of employment, (B) within the three-year period prior to the Employee shall be subject date of Executive’s termination of employment or, if earlier, the date of Executive’s violation of this Agreement, or (C) in the event of an accounting restatement, within the three-year period prior to the Clawback Policy, as amended from time accounting restatement and the one-year period following the inaccurate financial filing that leads to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsuch restatement.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to To the extent required by applicable law or rule of any applicable securities exchange listing standards, this Award and amounts paid or market on which shares of Common Stock are listed payable pursuant to or admitted for trading, with respect to this Award shall be subject to clawback as determined by the Committee in its sole discretion (Committee, which clawback may include forfeiture, repurchase and/or recoupment of the “Clawback Policy”) Award and that the Employee’s rights amounts paid or payable pursuant to or with respect to the Award. In addition, and without limiting the foregoing, except as otherwise provided by the Committee, if at any time (including after the Award and has vested) the Committee or any other Awards granted person designated by the Committee (each such person, an “Authorized Officer”) reasonably believes that a Participant may have committed an Act of Misconduct as described in this Paragraph 15, the Authorized Officer, the Committee or the Board may suspend the Participant’s rights to vest in the Award, and/or to receive payment for or receive Units in settlement of the Award pending a determination of whether an Act of Misconduct has been committed. If the Committee or an Authorized Officer determines the Participant has committed an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Employee Company or any Affiliate of the Company, breach of fiduciary duty, violation of ethics policy or code of conduct, or deliberate disregard of the Company’s or Affiliate of the Company’s rules resulting in loss, damage or injury to the Company or any Affiliate of the Company, or if a Participant makes an unauthorized disclosure of any trade secret or confidential information, solicits any employee or service provider to leave the employ or cease providing services to the Company or any Affiliate of the Company, breaches any intellectual property or assignment of inventions covenant, engages in any conduct constituting unfair competition, breaches any non-competition agreement, induces any customer to breach a contract with the Company or any Affiliate of the Company or to cease doing business with the Company or any Affiliate of the Company, or induces any principal for whom the Company or any Affiliate of the Company acts as agent to terminate such agency relationship (any of the foregoing acts, an “Act of Misconduct”), then except as otherwise provided by the Committee, (i) neither the Participant nor his or her estate nor transferee shall be subject entitled to vest in or have the Clawback Policyrestrictions on the Award lapse, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D or otherwise receive payment of the Exchange ActAward, and (ii) the Participant will forfeit the Award. In making such determination, the Xxxx-Xxxxx Xxxx Street Reform Committee or an Authorized Officer shall give the Participant an opportunity to appear and Consumer Protection Act of 2010 present evidence on his or her behalf at a hearing before the Committee or its designee or an opportunity to submit written comments, documents, information and any applicable rules and regulations promulgated thereunder from time arguments to time be considered by the U.S. Securities and Exchange CommissionCommittee.

Clawback. Notwithstanding anything in this Agreement to If the contrary, if the Board of Directors financial results of the Company for any period within the Performance Period are the subject of a Mandatory Restatement (as defined below) and a lower number of Units (or an appropriate Committee no Units) would have vested based upon the restated financial results, Awardee shall reimburse the Company the difference between the fair market value (measured at the time of delivery) of the Board determines thatshares actually delivered to Awardee under this Agreement and of the shares that would have been deliverable to Awardee, reduced by the Net Tax Costs (as a result defined below), based on the restated financial results. Awardee’s reimbursement to the Company shall be made within 30 business days after receiving written notice of fraud, misconduct, the amount owed and the calculations thereof. A “Mandatory Restatement” shall mean a restatement of the Company’s financial statementsstatement which, or a significant write-off not in the ordinary course good faith opinion of business affecting the Company’s financial statementspublic accounting firm, an Employeeis required to be implemented pursuant to generally accepted accounting principles, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action but excluding (i) any restatement which is required with respect to this Award a particular year as it deems necessary a consequence of a change in generally accepted accounting rules effective after the publication of the financial statements for such year, or appropriate (ii) any restatement that (A) in the good faith judgment of the Audit Committee of the Board (“Audit Committee”), is required due to address a change in the events manner in which the Company’s auditors interpret the application of generally accepted accounting principles (as opposed to a change in a prior accounting conclusion due to a change in the facts upon which such conclusion was based), or (B) is otherwise required due to events, facts or changes in law or practice that gave rise to the fraudBoard of Directors concludes were beyond the control and responsibilities of Awardee and that occurred regardless of the Awardee’s diligent and thorough performance of his duties and responsibilities. “Net Tax Costs” shall mean the net amount of any federal, misconductforeign, write-off state or restatement local income and to prevent its recurrence. Such action may include, to employment taxes paid by Awardee in respect of the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value portion of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to reimbursement, after taking into account any clawback or recoupment policy and all available deductions, credits or other written agreement or arrangement the Company may have now or in the future with the Employee offsets allowable to the extent Awardee (including without limit, any deductions permitted under the claim of right doctrine), and regardless of whether the Awardee would be required by applicable law to amend any prior income or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissiontax returns.

Clawback. Notwithstanding anything in this Agreement to the contrary, if If the Board of Directors reasonably determines, within three years following the end of the Company calendar year with respect to which an Annual Bonus was awarded, that all or any portion of an appropriate Committee Annual Bonus that was paid or awarded to you was based on a calculation of the Board determines thatmeasure on which the Annual Bonus was based that is later determined to have been overstated (other than in an immaterial and insubstantial manner), as the Board, may in its discretion, after taking into account all of the facts and circumstances of such over-statement (which shall include, without limitation, whether the overstatement was a result of fraudmisconduct by you, misconductthe amount and percentage of the Annual Bonus that resulted from the overstatement, a restatement of the Company’s best interests in the circumstances, whether the overstatement results in the Company’s financial statementsresults becoming subject to a material negative restatement, and any other legal or other facts or circumstances the Board reasonably deems are appropriate for consideration in the exercise of its fiduciary obligations to the Company and its shareholders and fairness to you) demand that you promptly return to the Company an amount up to the amount of any such Annual Bonus attributable to such overstatement (or, to the extent elected by you, forfeit or return any portion of such Annual Bonus paid in Bonus Shares, provided that no more than 40% of the amount to be returned may be satisfied by way of a forfeiture of unvested Bonus Shares). Notwithstanding the foregoing, in the event that, during the undertaking described above, the Board cannot reasonably determine that you knew or should have reasonably known of the facts resulting in such overstatement, the amount and timing of such return obligation shall in no event exceed the sum of (i) the after-tax amount of such overpayment, plus (ii) if and when obtained or realized, any amount realized by you by virtue of any refund of income or other taxes relating to, or your ability to take a significant writeloss on a tax return for, any such returned amounts or Bonus Shares, which refund or loss-off not taking you agree to use reasonably best efforts to obtain or realize from the applicable tax authority as soon as reasonably practicable. If the Board reasonably determines, within three years following the end of the calendar year with respect to which an Annual Bonus was awarded, that all or any portion of an Annual Bonus that was paid or awarded to you was based on a calculation of the measure on which the Annual Bonus was based that is later determined to have been understated (other than in an immaterial and insubstantial manner), the ordinary course Company shall pay to you the amount of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than any such Annual Bonus that otherwise would have been paid absent but for such understatement, less the fraud, misconduct, write-off amount of the Annual Bonus previously paid. The provisions of this paragraph 4(c) are without limitation of other rights or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events remedies that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by exist under applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an EmployeeEmployee , or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs PSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Clawback. Notwithstanding anything any provisions in this Agreement to the contrary, if any compensation, benefits or payments provided hereunder (or profits realized from the Board sale of Directors of the Company or an appropriate Committee of the Board determines thatShares delivered hereunder), as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to recoupment and recapture to the Clawback Policy, as amended from time extent necessary to time. This Agreement shall in all events be subject to all rights and obligations that comply with the Company may have regarding the clawback requirements of “incentive-based compensation” under Section 10D 7.01 of the Exchange ActPlan, any Company-adopted policy and/or laws or regulations, including, but not limited to, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and 2010, the Exchange Act, Section 304 of the Xxxxxxxx-Xxxxx Act of 2002, any applicable stock exchange listed company manual or any rules and or regulations promulgated thereunder with respect to such laws, regulations and/or securities exchange listing requirements, as may be in effect from time to time by time, and which may operate to create additional rights for the U.S. Securities Company with respect to this grant and Exchange Commission.recovery of amounts relating thereto. By accepting this Award, the Participant agrees and acknowledges that the Participant is obligated to cooperate with, and provide any, and all assistance necessary to, the Company to recover, recoup or recapture this Award or amounts paid under this Award pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this Award or amounts paid under this Award from the Participant’s accounts, or pending or future compensation or other grants. DESIGNER BRANDS INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Its: Vice President, Global Total Rewards ACCEPTANCE OF AGREEMENT The Participant hereby: (a) acknowledges that he or she has received a copy of the Plan, and a copy of the Plan description (Prospectus) pertaining to the Plan; (b) accepts this Agreement and the Performance Shares granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; and (d) agrees that no transfer of the Shares delivered in respect of the Performance Shares shall be made unless the Shares have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. Participant Name

Clawback. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, if in the Board event of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a material restatement of the Company’s issued financial statements, the Committee shall review the facts and circumstances underlying the restatement (including, without limitation, any potential wrongdoing by the Participant and whether the restatement was the result of negligence or intentional or gross misconduct) and may, in the Committee’s sole discretion, direct the Company to recover all or a significant write-off not portion of the RSUs (which may be accomplished by the Company’s cancellation of the RSUs) or the shares of Common Stock issued upon settlement of the RSUs or any gain realized on the subsequent sale of shares of Common Stock acquired upon vesting and settlement of the RSUs with respect to any fiscal year in the ordinary course of business affecting which the Company’s financial statementsresults are negatively impacted by such restatement. If the Committee directs the Company to recover any such amount from the Participant, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent then the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, Participant agrees to and shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee be required to repay any such amount to the Company within thirty (30) days after the partial Company demands repayment. In addition, if the Company is required by law to include an additional “clawback” or full fair market value of “forfeiture” provision to outstanding awards, then such clawback or forfeiture provision shall also apply to the Restricted Stock Unit Award as if such additional provision had been included on the Award determined at Date, and the time Company shall promptly notify the Participant of vestingsuch additional provision. The Employee agrees by accepting this Award In addition, if a court determines that the Board Participant has engaged or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action is engaged in such circumstances. In consideration for Detrimental Activities during the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement Participant’s employment with the Company may have now or in its Subsidiaries or after the future Participant’s employment or service with the Employee to Company or its Subsidiaries has ceased, then the extent required Participant, within thirty (30) days after written demand by applicable law or rule of any securities exchange or market on which the Company, shall return (a) the shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D received upon settlement of the Exchange ActRSUs, (b) any gain realized on the Xxxx-Xxxxx Xxxx Street Reform settlement of the RSUs and/or (c) any gain realized on the subsequent sale of shares of Common Stock acquired upon vesting and Consumer Protection Act settlement of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionRSUs.

Clawback. Notwithstanding anything In the event that after the grant of the Restricted Stock Award but prior to a Change in this Agreement Control (1) the Company issues a material restatement of an initial financial statement, and (2) the Participant engaged in intentional misconduct that caused or contributed to the contraryneed for such a restatement because of material noncompliance by the Company with applicable financial reporting requirements (a “Forfeiture Event”), the Participant, at the request of the Committee made within 90 days after the restatement, shall forfeit those Shares, if any, owned by the Board of Directors Participant at the time of the initial financial statement that is subsequently restated, regardless of whether those Shares are subject to restrictions at such time or whether the restrictions on such Shares shall have lapsed (the “Forfeitable Shares”). In addition, if a Forfeiture Event occurs, the Participant, at the Committee's request (which request must be made within 90 days after the restatement), shall forfeit all dividends deferred pursuant to Section 2(b) with respect to the Forfeitable Shares that then remain subject to restrictions prior to the Committee's request and promptly remit to the Company or an appropriate Committee cash equal to the Net Dividends (as hereinafter defined) received by the Participant at any time on the Forfeitable Shares. If the Forfeitable Shares are not owned by the Participant at the time of the Board determines thatCommittee's request, the Participant shall promptly remit to the Company the “Net Proceeds” (as hereinafter defined) from any sale, after the issuance of an initial financial statement that is subsequently restated, of Forfeitable Shares in lieu of the Forfeitable Shares. “Net Dividends” or “Net Proceeds” shall mean dividends or proceeds, as the case may be net of taxes paid or payable by the Participant as a result of fraud, misconduct, a restatement the receipt of such dividends and the sale of such Shares in an amount reasonably determined by the Committee but including interest on the amount of cash repaid from the date of the Company’s financial statementsreceipt by Participant of such dividends or sale proceeds to the date of payment of such amount to the Company at a rate reasonably determined by the Committee. The Committee may, or a significant write-off but shall not in be required by Participant to, reduce the ordinary course of business affecting forfeiture, return and/or payment obligations hereunder to the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent extent that the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its sole and absolute discretion, shall take such action with respect to this Award as it deems necessary deem appropriate. Nothing herein shall limit any other rights the Company shall have by law for misconduct of the Participant that caused or appropriate to address the events that gave rise contributed to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make need for such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionrestatement.

Clawback. Notwithstanding anything in this Agreement The Grantee agrees and acknowledges that the entire Award, whether or not vested or settled and the shares of Stock that may be issued hereunder (including the proceeds from any sale of such shares of such Stock), are subject to mandatory repayment by the Grantee to the contraryCompany under the Company’s Policy for Recoupment of Incentive Compensation, if to the Board extent applicable, as well as under any other Company “clawback” or recoupment policy or in the event that Applicable Law requires repayment by the Grantee of Directors any compensation paid by the Company or the Employer to the Grantee. In order to satisfy any recoupment obligation arising under any clawback or compensation recovery policy of the Company or otherwise under applicable laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee’s behalf, to Fidelity or any other brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company upon the Company’s enforcement of any clawback or compensation recovery policy. Without limiting the foregoing, if the Company is required to prepare an appropriate Committee accounting restatement due to the material noncompliance of the Board determines thatCompany, as a result of fraud, misconduct, a restatement with any financial reporting requirement under the securities laws and the Grantee knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or was grossly negligent in failing to prevent the misconduct, the Grantee shall reimburse the Company the amount of any payment in settlement of the Company’s Award earned or accrued during the twelve (12)-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial statementsdocument that contained such material noncompliance. By electronically accepting this Agreement, Xxxxxxx agrees to all of the terms and conditions described in this Agreement and in the Plan. ______________________________ Grantee Name Grantee Acceptance Date APPENDIX B TO THE PERFORMANCE STOCK UNIT AGREEMENT UNDER THE INSULET CORPORATION 2017 STOCK OPTION AND INCENTIVE PLAN Capitalized terms used but not defined in this Appendix B have the meanings set forth herein or in the Plan. Terms and Conditions This Appendix B includes additional terms and conditions that govern this Award if the Grantee resides and/or works in one of the countries listed herein. If the Grantee is a citizen or resident of a country other than the one in which he or she is currently residing and/or working, transfers employment and/or residency to another country after receiving the grant of Restricted Stock Units, or is considered a significant write-off not in the ordinary course resident of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementanother country for local law purposes, the Board or CommitteeCompany shall, in its discretion, shall take such action with respect determine to this Award as it deems necessary or appropriate to address what extent the events that gave rise terms and conditions herein will apply to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionGrantee.

Clawback. Notwithstanding anything to the contrary contained in this Agreement to the contrary, Agreement: (i) if the Board Company’s financial results for any time period, and the Company’s financial statements covering all or part of Directors of such period, are subsequently restated and such restatement shows Clawback Compensation was incorrectly paid or vested, Employee shall be required to forfeit the Company Clawback Compensation that was incorrectly paid or an appropriate Committee of the Board determines that, vested as a result of fraudsuch previously reported incorrect financial results, misconductas applicable, a restatement in such period; (ii) to the extent Employee’s fraud or other Misconduct resulted in the receipt or vesting of Clawback Compensation, the Employee shall forfeit such improperly paid or vested Clawback Compensation; or (iii) if Employee, without the consent of the Company’s financial statements, while employed by the Company or after termination of such employment, breaches any of Section 9 of this Agreement and fails to cure (if curable) such breach after written notice thereof and a reasonable opportunity to cure, then Employee shall forfeit the Clawback Compensation. Further, if Employee otherwise has engaged in or engages in any activity referred to in the preceding clauses (i) – (iii), he shall forfeit any compensation, gain or other value realized on the vesting or exercise of the Clawback Compensation required to be returned to the Company, or a significant write-off not in the ordinary course sale of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed acquired in respect thereof, and must promptly repay such amounts to the Company. “Clawback Compensation” means the Annual Bonus, Option, LTI and any shares of Common Stock issued under any of the foregoing. “Misconduct” means willful misconduct, or admitted an act or omission done, or omitted to be done, by Employee negligently or in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company but shall exclude any act or omission done, or omitted to be done, at the direction of the Board or on the advice of counsel for tradingthe Company. For the avoidance of doubt, as determined approval by the Committee Board of a public filing shall not constitute approval of an act or omission unless the Board has been informed of such act or omission. This clawback provision shall terminate upon a Change in its sole discretion (Control. In addition, and without limiting the “Clawback Policy”) and that the Employee’s rights with respect to the Award and foregoing, any incentive-based or other Awards granted compensation paid to the Employee shall under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to the Clawback Policysuch deductions and clawback as may be required to be made pursuant to such law, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that government regulation, or stock exchange listing requirement (or any policy adopted by the Company may have regarding pursuant to any such law, government regulation or stock exchange listing requirement, including but not limited to the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time KORU Medical Systems Clawback Policy adopted by the U.S. Securities and Exchange CommissionBoard on May 17, 2023).

Clawback. Notwithstanding anything in this Agreement If Block is required to the contrary, if the Board restate its financial results for any fiscal year while you are Chief Executive Officer of Directors of the Company or an appropriate Committee of the Board determines that, Block due to material noncompliance with financial reporting requirements under United States federal securities laws as a result of fraudmisconduct or error (as determined in good faith by the Audit Committee or by the full Board), misconductBlock may (but shall not be required to), a restatement in the good faith discretion of the Company’s Compensation Committee, take action to recoup from you all or any portion of any performance-based or other incentive-based compensation, and profits realized from the sale of Shares (each such amounts shall be referred to as an “Award”) received as equity compensation by you, the amount of which had been determined in whole or in part upon performance goals relating to the restated financial statementsresults, or a significant write-off not upon the Fair Market Value of Shares, regardless of whether you engaged in any misconduct or were at fault or responsible in any way for causing the ordinary course of business affecting need for the restatement. In such an event, the Company’s financial statements, an EmployeeBlock or any Affiliate shall be entitled to recoup up to the amount, if any, by which the Award, or former Employeethe Fair Market Value of the Shares, has actually received more compensation in connection with this Award than by you exceeded the payment or Fair Market Value, as applicable, that would have been received based on the restated financial results, and any profits from the sale of Shares transferred pursuant to an Award in excess of the profits that would have been received based on the restated financial results. The Company’s, Block’s and each Affiliate’s right of recoupment shall apply only if demand for recoupment is made not later than three years following the payment of the applicable Award. Any recoupment shall be made net of any taxes you paid absent (to the fraudextent such taxes may not be reasonably recovered by you) on the compensation subject to recoupment. You acknowledge that you are aware of the provision of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and the right of the United States Securities and Exchange Commission with respect thereto. For purposes of this paragraph 7(m), misconduct“Fair Market Value” means, write-off as of any given date, (i) if the Shares are listed on the New York Stock Exchange (or incorrect financial statementanother U.S. national securities exchange), the Board closing price on the date at issue, or Committeeif there is no closing price on such date, the closing price on the last preceding day for which there was a closing price; or (ii) if the Shares are not listed on the New York Stock Exchange (or another U.S. national securities exchange), a value determined by the reasonable application of a reasonable valuation method as determined 15 by the Compensation Committee in its discretionaccordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent future laws or applicable stock exchange listing standards require more expansive clawback provisions, such provisions shall take such action with respect to be automatically incorporated into this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may includeAgreement and, to the extent permitted by applicable lawmore onerous, causing be deemed to supersede the partial or full cancellation current provisions of this Award and, with respect to RSUs Section 7(m). You agree that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is you will also be subject to any clawback or recoupment claw-back policy or other written agreement or arrangement that is adopted by the Board in consultation with you that is applicable to officers of the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionBlock.

Clawback. Notwithstanding anything The Board shall require, in all appropriate circumstances, forfeiture or repayment with respect to this Agreement to Option, where: (a) the contrary, if the Board of Directors vesting of the Company Option, or an appropriate Committee any portion of the Board determines thatOption, as was predicated upon achieving certain Revenue Milestones that subsequently were the subject of a result of fraud, misconduct, a financial restatement of the Company’s financial statementsstatements previously filed with the Securities and Exchange Commission (such restated financial results, or the “Restated Financial Results”); and (b) a significant write-off not in lesser portion of the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than Option would have been paid absent vested based upon the fraudrestated financial results. In each such instance, misconduct, write-off or incorrect financial statement, (i) Grantee shall forfeit the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address vested portion of the events Option that gave rise to would not have vested based on the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, Restated Financial Results (the “Forfeited Portion”); provided that (ii) to the extent permitted that Grantee has exercised any portion of the Option subject to the Forfeited Portion (the “Purchased Shares”), the Purchased Shares shall be forfeited to the Company; and provided further, that (iii) to the extent Grantee transferred or disposed of in any manner any Purchased Shares, Grantee shall either transfer to the Company an equivalent number of shares of Common Stock held by applicable law, causing the partial Grantee or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay pay to the Company the partial or full fair market value gross amount of the Award determined at proceeds resulting from the time transfer or other disposition of vestingsuch Purchased Shares, in a single cash lump sum, in each case no later than thirty (30) days following written notice by the Company. The Employee agrees For purposes of the immediately preceding sentence, any forfeiture or repayment required under this Section 16 shall be net of any payments made to the Company to exercise this Option, shall be net of any federal or state income taxes paid by accepting the Grantee on the Forfeited Portion, and shall be satisfied (A) first via forfeiture of any vested and outstanding portion of the Option in accordance with clause (i) of this Award that Section, (B) next via the Board or Committee may make such a cancellationforfeiture, impose such a of any Purchased Shares Grantee holds, in accordance with clause (ii) of this Section, as applicable, and (C) lastly by requiring repayment obligationpursuant to clause (iii) of this Section, or take other necessary or appropriate action in such circumstancesas applicable. In consideration for Notwithstanding any provisions to the Awardcontrary under this Agreement, the Employee acknowledges and agrees that Employee is Option shall be subject to any clawback or recoupment policy or other written agreement or arrangement of the Company currently in effect or that may have now or in the future with the Employee be established and/or amended from time to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion time that applies to this Option (the “Clawback Policy”) and ), provided that the Employee’s rights with respect to Clawback Policy does not discriminate solely against Grantee except as required by applicable laws, and provided further that if there is a conflict between the Award terms of this Option and any other Awards granted to the Employee shall be subject to the Clawback Policy, the more stringent terms, as amended from time determined by the Board in good faith, shall apply. The Board may require Grantee to time. This Agreement shall in all events be subject to all rights and obligations that forfeit, return or reimburse the Company may have regarding the clawback of “incentive-based compensation” under Section 10D all or a portion of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 Option and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionlaws.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement If any of the Company’s financial statementsstatements are required to be restated as a result of errors, omissions, or fraud, the Committee may (in its sole discretion, but acting in good faith) direct that the Company recover all or a significant write-off not portion of the amount of income recognized upon the distribution of Shares under this Award and any additional gain realized upon any sale of such Shares with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The Committee may determine to recover different amounts from different participants or different classes of participants on such bases as it shall deem appropriate. In no event shall the amount to be recovered by the Company be less than the amount required to be repaid or recovered as a matter of law. The Committee shall determine whether the Company shall effect any such recovery (i) by seeking repayment from the undersigned, (ii) by reducing (subject to applicable law and the terms and conditions of the applicable plan, program, or arrangement) the amount that would otherwise be payable to the undersigned under any compensatory plan, program, or arrangement maintained by the Company or any of its affiliates, (iii) by withholding payment of future increases in compensation (including the ordinary course payment of business affecting any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s financial statements, an Employeeotherwise applicable compensation practices, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted (iv) by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value any combination of the Award determined at the time of vestingforgoing. The Employee agrees by accepting this Award foregoing recovery rights are in addition to, and not in substitution for, any other clawback policies that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopt from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” , including any required by Federal law, such as under Section 10D 304 of the Exchange Act, Xxxxxxxx-Xxxxx Act of 2002 or the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or by the listing standards of 2010 Nasdaq. Accordingly, the terms and any applicable rules and regulations promulgated thereunder provisions of this Award shall be deemed automatically amended from time to time by to assure compliance with the U.S. Securities Xxxx-Xxxxx Act and Exchange Commissionother applicable laws and such rules and regulations as hereafter may be adopted and in effect.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this This Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall will be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback certain provisions of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Xxxx-Xxxxx”) and any other compensation clawback or recoupment policy that the Committee has adopted or is required to adopt pursuant to the listing standards of any national securities exchange on which the Company's securities are listed or as is otherwise required by Xxxx Xxxxx or any other applicable rules and regulations promulgated thereunder from time to time law. Grantee acknowledges that the Award or any compensation derived therefrom may be forfeited and/or recouped by the U.S. Securities Company in accordance with any policies and Exchange Commissionprocedures adopted by the Committee in order to comply with Xxxx Xxxxx or other clawback or recoupment policy. Without limitation, the Company may, in its discretion, or shall as required by law, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies, or (v) any combination of these actions. The Company's clawback or recoupment policy may require the Company take such recoupment actions against the Grantee whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to any event or circumstance giving rise to such clawback action. The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any Awards if and to the extent the Awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower Award would have occurred based upon the restated financial results or accurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies or (v) any combination of these actions. The Company may take such actions against any Grantee, whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement.

Clawback. Notwithstanding anything any other provisions in this Agreement Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement). Without limiting the generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from the exercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture and disgorgement to the contraryCorporation, with interest and other related earnings, if the Board of Directors of Participant to whom the Company Award was granted violates (i) a non-competition, non-solicitation, confidentiality or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statementsother restrictive covenant by which he or she is bound, or a significant write-off not in (ii) any policy adopted by the ordinary course of business affecting Corporation applicable to the Company’s financial statements, an Employee, Participant that provides for forfeiture or former Employee, has received more disgorgement with respect to incentive compensation in connection with this Award than would have been paid absent that includes Awards under the fraud, misconduct, write-off or incorrect financial statementPlan. In addition, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise may require forfeiture and disgorgement to the fraud, misconduct, write-off Corporation of outstanding Awards and the proceeds from the exercise or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial disposition of Awards or full cancellation of this Award andShares acquired under Awards, with respect to RSUs that have vestedinterest and other related earnings, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities applicable stock exchange or market on which shares of Common Stock are listed or admitted for tradinglisting standards, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policyincluding, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under without limitation, Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time related policy adopted by the U.S. Securities Corporation. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees to cooperate fully with the Board, and Exchange Commissionto cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate any forfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 11.3.

Clawback. Notwithstanding anything in this Agreement (a) If the Corporation’s reported financial or operating results become subject to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementmaterial negative restatement, the Board or Committee, in its discretion, shall take such action with respect may require Recipient to this Award as it deems necessary or appropriate to address the events that gave rise pay to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, Corporation an amount corresponding to the extent permitted by applicable law, causing amount that the partial Committee determines would not have been vested or full cancellation of this Award and, with respect to RSUs that have vested, requiring paid if the Employee to repay Corporation’s results as originally published had been equal to the Company Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 6(a) must be made, if at all, within five years after the partial date the amount claimed was originally vested or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellationpaid, impose such a repayment obligation, or take other necessary or appropriate action in such circumstanceswhichever is later. In consideration for the Awardaddition, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee pursuant to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion Corporation’s Xxxx-Xxxxx Xxxxxxxx Policy (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time, the “Clawback Policy”), if the Committee determines that recoupment of compensation paid hereunder is required pursuant to the Clawback Policy, the Committee will require Recipient to repay or return compensation awarded hereunder. This Agreement shall in By acceptance of any Award or bonus payment hereunder, Recipient expressly acknowledges and agrees that any and all events amounts paid to Recipient hereunder, and any other Incentive-Based Compensation paid by the Corporation to the Recipient, are and will be fully subject to the terms of the Clawback Policy (provided that Recipient is, or becomes, an individual that is subject to the Clawback Policy) and agrees to cooperate fully with the Corporation to facilitate the recovery of any and all rights amounts paid pursuant to this Agreement and obligations any other Incentive-Based Compensation paid by the Corporation that the Company Committee determines in its sole discretion is required to be recovered pursuant to the terms of the Clawback Policy. The obligations of Recipient to make payments or return bonus amounts paid hereunder pursuant to this Section 6(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section 6(a) are in addition to, not in lieu of, any remedies that the Corporation may have regarding against any persons whose misconduct caused or contributed to a need to restate the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionCorporation’s reported results.

Clawback. Notwithstanding anything In the event the Executive violates any provision of this Agreement, as reasonably determined by CBE’s Board or Directors (the “Board”) or any Committee comprised of members of the Board, or if Executive engages in this Agreement to activities including, but not limited to, (a) performing services for or on behalf of any Competitor of, or competing with, the contrary, if the Board of Directors Company or any Affiliate; (b) a violation or applicable business ethics policies or business policies of the Company or an appropriate Committee any Affiliate; (c) unauthorized disclosure of Confidential Information of the Board determines thatCompany or any Affiliate; (d) fraud or misconduct; (e) an act or acts of personal dishonesty by the Executive intended to result in the personal enrichment of the Executive; (f) wanton and willful misconduct or gross negligence by the Executive in the performance of his or her duties and obligations; (g) neglect of Executive’s assigned duties; (h) a criminal act including, as a result of fraudbut not limited to, misconductthe arrest or indictment for an alleged criminal act; (i) CBE is required to complete an accounting restatement due to material noncompliance with financial reporting requirements; or (j) any other conduct detrimental to the Company or any Affiliate, a restatement of including the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Companyany Affiliate’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, reputation as reasonably determined by the Board or Committeeany Committee comprised of members of the Board, in its discretionthen (i) any Restricted Stock Units granted hereunder that have not yet vested shall immediately be canceled for no consideration, shall take such action and (ii) with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs Restricted Stock Units that have previously vested, requiring the Employee to Executive shall immediately repay to the Company an amount in cash equal to the partial or full aggregate fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee Common Shares distributed to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradingExecutive, as determined by on the Committee in its sole discretion (date of the “Clawback Policy”) and that award vested based on the Employeeclosing price of CBE’s rights shares on the New York Stock Exchange on such date, including the value of any Common Shares used to satisfy tax withholding requirements, plus the amount of dividend equivalents paid with respect to such award. Clause (ii) of the Award and any other Awards granted preceding sentence shall only apply with respect to Restricted Stock Units awarded to Executive (A) on or after the date of Executive’s termination of employment, (B) within the three-year period prior to the Employee shall be subject date of Executive’s termination of employment or, if earlier, the date of Executive’s violation of this Agreement, or (C) in the event of an accounting restatement, within the three-year period prior to the Clawback Policy, as amended from time accounting restatement and the one-year period following the inaccurate financial filing that leads to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsuch restatement.

Clawback. Notwithstanding anything in this Agreement to If the contraryCompany, if including the Board of Directors or an independent committee thereof, discovers that a restatement of the Company’s financial statements for any of the last three completed fiscal years from the date of such discovery is required under applicable rules of the Securities and Exchange Commission or any stock exchange to which the Company is then subject, or pursuant to United States generally accepted accounting principles (other than a restatement caused by a change in applicable accounting methods, rules or interpretations), then the Company will recalculate the number of Performance Units that should have vested pursuant to Section 3 based upon such restated financial results. If the Company determines that a lower number of Performance Units would have vested based upon such restated financial statements, the Participant’s Performance Award will be adjusted to reflect such lower number of vested Performance Units. Further, if the Participant received payment for any Performance Units that should not have vested based upon such restated financial results (the “Excess Payment”), the Participant must pay to the Company the amount of such Excess Payment within 30 days of the date that the Company provides written notice to the Participant specifying the amount of such Excess Payment. Such notice will be deemed given as of the date of delivery or, if delivery is made by mail, three days after the notice is mailed to the last known address of the Participant. This Section 6(l) will be administered in accordance with the requirements of Code Section 409A, applicable federal and state securities laws and the regulations, notices and other guidance of general applicability issued thereunder. Notwithstanding the foregoing, (i) this Section 6(l) will not apply to any Participant who was not an “executive officer” (as such term is defined under the Securities Exchange Act of 1934, as amended) of the Company or an appropriate Committee of during the Board determines that, as a result of fraud, misconduct, a Performance Period affected by any such restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, and (ii) the Board of Directors or Committeean independent committee thereof, in its sole discretion, shall take such action may not pursue recovery of any Excess Payment in accordance with respect this Section 6(l) if it finds that to this Award as it deems necessary do so would be unreasonable, impractical or appropriate would be unlikely to address benefit the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrenceCompany. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the AwardACCORDINGLY, the Employee acknowledges parties hereto have caused this Agreement to be executed on the day and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradingyear first above written. Exhibit 10.46 CARDIOVASCULAR SYSTEMS, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to timeINC. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.By: Name: Title: Participant 59148466 EXHIBIT A

Clawback. Notwithstanding anything in this Agreement to the contrary, Employee agrees that if the Board of Directors of the Company Employee is or an appropriate Committee of the Board determines that, as becomes a result of fraud, misconduct, a restatement Section 16 executive officer of the Company’s financial statements, or a significant write-off not in the ordinary course event of business affecting any Inaccurate Financial Statement, (i) Employee will return to the Company’s financial statementsCompany on demand all incentive-based compensation payments (whether under this Award, the Plan or otherwise) made to Employee during the 3-year period preceding the date on which the Company is required to prepare an Employee, or former Employee, has received more compensation accounting restatement for such Inaccurate Financial Statement that are in connection with this Award than excess of what would have been paid absent had such incentive-based compensation instead been determined under the fraud, misconduct, writeaccounting restatement ; and (ii) all earned but unpaid incentive-off or incorrect financial statement, based compensation awarded to Employee during the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address 3-year period preceding the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to date on which the Company is required to prepare an accounting restatement for such Inaccurate Financial Statement that is in excess of what would have been earned had such incentive-based compensation instead been determined under the partial accounting restatement shall Xxxxxx Engineering Group Inc. Restricted Stock Unit Agreement-EPS be forfeited. In addition, Employee agrees to application of any clawback, forfeiture, recoupment, or full fair market value similar requirement required to apply to incentive-based compensation granted to Employee under the policies and procedures of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee Company as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time, any current or future applicable law or listing standard or regulatory body requirement. This Agreement The Committee shall in all events have final authority to determine the amount to be subject repaid by Employee and shall have sole and absolute discretion to all rights and obligations that offset required claw-back amounts against any payments due to Employee. An “Inaccurate Financial Statement” is any inaccurate financial statement due to material noncompliance by the Company may have regarding with any financial reporting requirements under the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsecurities laws.

Clawback. Notwithstanding anything in this Agreement to the contrary, Employee agrees that if the Board of Directors of the Company Employee is or an appropriate Committee of the Board determines that, as becomes a result of fraud, misconduct, a restatement Section 16 executive officer of the Company’s financial statements, or a significant write-off not in the ordinary course event of business affecting any Inaccurate Financial Statement, (i) Employee will return to the Company’s financial statementsCompany on demand all incentive-based compensation payments (whether under this Award, the Plan or otherwise) made to Employee during the 3-year period preceding the date on which the Company is required to prepare an Employee, or former Employee, has received more compensation accounting restatement for such Inaccurate Financial Statement that are in connection with this Award than excess of what would have been paid absent had such incentive-based compensation instead been determined under the fraud, misconduct, writeaccounting restatement; and (ii) all earned but unpaid incentive-off or incorrect financial statement, based compensation awarded to Employee during the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address 3-year period preceding the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to date on which the Company is required to prepare an accounting restatement for such Inaccurate Financial Statement that is in excess of what would have been earned had such incentive-based compensation instead been determined under the partial accounting restatement shall be forfeited. In addition, Employee agrees to application of any clawback, forfeiture, recoupment, or full fair market value similar requirement required to apply to incentive-based compensation granted to Employee under the policies and procedures of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee Company as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time, any current or future applicable law or listing standard or regulatory body requirement. This Agreement The Committee shall in all events have final authority to determine the amount to be subject repaid by Employee and shall have sole and absolute discretion to all rights and obligations that offset required claw-back amounts against any payments due to Employee. An “Inaccurate Financial Statement” is any inaccurate financial statement due to material noncompliance by the Company may have regarding with any financial reporting requirements under the clawback securities laws. Xxxxxx Solutions Inc. Restricted Stock Unit Agreement-ROIC Page 11 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.11

Clawback. Notwithstanding anything The Executive acknowledges and agrees that in this Agreement to the contraryevent that a Clawback Event (as defined below) occurs, if the Board of Directors Executive will repay the Company one hundred percent (100%) of the Company or an appropriate Committee of the Board determines that, pre-tax value (including any tax benefit as a result of fraudrepayment) of any Pro Rata Bonus or Severance Payments the Executive received under the Agreement and shall forfeit any Severance Payments that have not yet been paid to Executive (collectively, misconduct, a restatement the “Clawback Amount”) within ten (10) days of the Company’s written request of repayment. THE EXECUTIVE ALSO AGREES, AND THE COMPANY AGREES, THAT THE PRECISE AMOUNT OF DAMAGES FLOWING FROM ANY VIOLATION OF THE SPECIFIED AGREEMENTS WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE OR PROVE, AND THAT THE CLAWBACK AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE COMPANY IN THE EVENT OF A CLAWBACK EVENT AND THAT THE REMEDIES SET FORTH IN THIS PARAGRAPH ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE. For purposes of this Agreement, “Clawback Event” means the good faith determination, within 12 months following the termination of employment but before a Change-in-Control (as defined in the Plan), that one of the following has occurred (i) any act or omission constituting misconduct that is a significant contributing factor to the Company having to restate its financial statements, or a significant write-off not in (ii) the ordinary course of business affecting fact that the Company’s financial statementsresults, an Employeeas used to determine the Executive’s incentive compensation, are found to reflect a material error or otherwise be materially inaccurate, whether or not the Executive was responsible for, or former Employeethe Executive’s actions were a significant contributing factor with respect to, has the inaccuracy (provided that, in the event the Executive was not responsible for, or the Executive’s actions were not a significant contributing factor with respect to, the inaccuracy, the Clawback Amount will be limited to the after-tax cash value of excess incentive compensation received more by the Executive in cash or the after-tax number of shares of Company stock received by the Executive in the case of incentive compensation paid in connection with this Award than would Company stock), (iii) the Company learns after the Executive’s termination of employment that the Executive engaged in conduct that is or could have been paid absent the fraud, misconduct, write-off a basis for termination for Cause under this Agreement and which causes a material and adverse reputational or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay harm to the Company and/or (iv) the partial Executive breaches any provision of this Agreement in any material respect, including, without limitation, Section 11 hereof, or full fair market value any of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take restrictive covenants and other necessary or appropriate action provisions contained in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D 9 of the Exchange Act, Agreement and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act cooperation provisions contained in Section 10 of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionAgreement.

Clawback. Notwithstanding anything in this Agreement to If the contraryCompany, if including the Board of Directors or an independent committee thereof, discovers that a restatement of the Company’s financial statements for any of the last three completed fiscal years from the date of such discovery due to a material error is required under applicable rules of the Securities and Exchange Commission or any stock exchange to which the Company is then subject, or pursuant to United States generally accepted accounting principles (other than a restatement caused by a change in applicable accounting methods, rules or interpretations), then the Company will recalculate the number of Performance Units that should have vested pursuant to Section 3 based upon such restated financial results. If the Company determines that a lower number of Performance Units would have vested based upon such restated financial statements, the Participant’s Performance Award will be adjusted to reflect such lower number of vested Performance Units. Further, if the Participant received payment for any Performance Units that should not have vested based upon such restated financial results (the “Excess Payment”), the Participant must pay to the Company the amount of such Excess Payment within 90 days of the date that the Company provides written notice to the Participant specifying the amount of such Excess Payment. Such notice will be deemed given as of the date of delivery or, if delivery is made by mail, three days after the notice is mailed to the last known address of the Participant. This Section 6(l) will be administered in accordance with the requirements of Code Section 409A, applicable federal and state securities laws and the regulations, notices and other guidance of general applicability issued thereunder. Notwithstanding the foregoing, (i) this Section 6(l) will not apply to any Participant who was not an “executive officer” (as such term is defined under the Securities Exchange Act of 1934, as amended) of the Company or an appropriate Committee of during the Board determines that, as a result of fraud, misconduct, a Performance Period affected by any such restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, and (ii) the Board of Directors or Committeean independent committee thereof, in its sole discretion, shall take such action may not pursue recovery of any Excess Payment in accordance with respect this Section 6(l) if it finds that to do so would be unreasonable, impractical or would be unlikely to benefit the Company. ACCORDINGLY, the parties hereto have caused this Award Agreement to be executed as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vestingday and year first above written. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellationCARDIOVASCULAR SYSTEMS, impose such a repayment obligation, or take other necessary or appropriate action in such circumstancesINC. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.By:___________________________ Name: Title: ________________________________ Participant EXHIBIT A

Clawback. Notwithstanding anything in any provisions of this Notice and Agreement to the contrary, if the Board of Directors of any RSUs granted hereunder will be subject to mandatory repayment by Employee to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligationis, or take other necessary or appropriate action in such circumstances. In consideration for the Awardfuture becomes, the Employee acknowledges and agrees that Employee is subject to (a) any Company clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future that is adopted to comply with the Employee to the extent requirements of any applicable laws, rules or regulations, or otherwise, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including as required by applicable law or rule the Sxxxxxxx-Xxxxx Act of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act2002, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any Act, or other applicable rules and regulations promulgated thereunder law, regulation or stock exchange listing requirement, as may be in effect from time to time by time, and which may operate to create additional rights for the U.S. Securities Company with respect to Awards and Exchange Commissionrecovery of amounts relating thereto. By accepting this grant of RSUs, Exxxxxxx agrees and acknowledges that Employee is obligated to COOPERATE WITH, AND PROVIDE ANY AND ALL ASSISTANCE NECESSARY TO, THE COMPANY TO RECOVER OR RECOUP THIS AWARD OR AMOUNTS PAID UNDER THIS AWARD SUBJECT TO CLAWBACK PURSUANT TO SUCH LAW, GOVERNMENT REGULATION, STOCK EXCHANGE LISTING REQUIREMENT OR COMPANY POLICY OR THE PLAN. SUCH COOPERATION AND ASSISTANCE SHALL INCLUDE, BUT IS NOT LIMITED TO, EXECUTING, COMPLETING AND SUBMITTING ANY DOCUMENTATION NECESSARY TO RECOVER OR RECOUP THIS AWARD OR AMOUNTS PAID HEREUNDER FROM EMPLOYEE’S ACCOUNTS, OR PENDING OR FUTURE COMPENSATION AWARDS THAT MAY BE MADE TO EMPLOYEE.

Clawback. Notwithstanding anything in any provisions of this Notice and Agreement to the contrary, if the Board of Directors of any option granted hereunder will be subject to mandatory forfeiture or repayment by Employee to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligationis, or take other necessary or appropriate action in such circumstances. In consideration for the Awardfuture becomes, the Employee acknowledges and agrees that Employee is subject to (a) any Company clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future that is adopted to comply with the Employee to requirements of any applicable laws, rules or regulations, or that is otherwise adopted by the extent Company, or (b) any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including as required by applicable law or rule the Xxxxxxxx-Xxxxx Act of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any Act, or other applicable rules and regulations promulgated thereunder law, regulation or stock exchange listing requirement, as may be in effect from time to time by time, and which may operate to create additional rights for the U.S. Securities Company with respect to Awards and Exchange Commissionthe forfeiture or recovery of amounts relating thereto. In the event of a forfeiture event under an applicable Company clawback policy, any amounts required to be forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the Plan, and the Company shall be entitled to recover from Employee the amount specified under the clawback policy to be forfeited. By accepting this Award, Xxxxxxxx agrees and acknowledges that Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company to provide for the forfeiture or to recover or recoup this Award or amounts paid under this Award subject to clawback pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to forfeit, recover or recoup this Award or amounts paid hereunder from Employee’s accounts, or pending or future compensation awards that may be made to Employee.

Clawback. Notwithstanding anything in this Agreement to the contrarycontrary the Awards are expressly subject to the provisions in this Section. You agree that the Company may enforce the provisions in this Section by all legal means available, if including, without limitation, by withholding the Board of Directors value of the amount required to be returned to the Company or an appropriate and forfeited hereunder from other sums owed to you by the Company. (a) In the event and to the extent the Committee determines within three years following the later of the Board Restricted Stock Unit Grant Date or the date on which the Committee confirms or otherwise finally determines that, as a result of fraud, misconduct, a restatement satisfaction of the Company’s financial statements, or a significant write-off not in applicable Performance Goals that the ordinary course of business affecting performance certified by the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretionon the basis of which Performance Share Units or Restricted Stock Units were converted to Common Shares or Performance Share Units were converted to Restricted Stock Units, shall take was based on materially inaccurate financial statements or other performance measure information, then following the Committee’s review of the facts and circumstances underlying such action with respect event, you agree to this Award as it deems necessary or appropriate to address the events that gave rise return to the fraud, misconduct, write-off or restatement Company and to prevent its recurrence. Such action may includeforfeit, to the extent permitted by applicable law, causing that portion (which may be all) of your Awards (including any Dividend Equivalents thereon) or Common Shares distributed in respect of your vested or earned Awards, or the partial value thereof (regardless of whether vesting or full cancellation satisfaction of this Award andother conditions to the Awards has occurred and Restricted Stock Units or Common Shares distributed) that the Committee, in its discretion, determines to be appropriate. (b) If, following the termination of your employment with respect the Company for any reason, including, without limitation, due to RSUs death, Disability, Early Retirement or Retirement, the Company becomes aware that (i) during your employment with the Company you engaged in any activity that would have vestedbeen grounds to terminate your employment or service with the Company for Cause (as defined in the Plan), requiring as reasonably determined by the Employee Committee, or (ii) following your employment with the Company, you have breached any written covenant or agreement with the Company or any of its subsidiaries, as reasonably determined by the Committee, not to repay disclose or misuse any information pertaining to, or misuse any property of, the Company or any of its subsidiaries, or not to compete or interfere with the Company, or not to solicit employees, agents, customers or clients of the Company, then upon written demand by the Company, you agree to return to the Company and forfeit, to the partial extent permitted by applicable law, that portion (which may be all) of your Awards (including any Dividend Equivalents thereon) or full fair market Common Shares distributed in respect of your vested or earned Awards, or the value thereof (regardless of whether vesting or satisfaction of other conditions to the Award determined at the time of vesting. The Employee agrees by accepting this Award Awards has occurred and Restricted Stock Units or Common Shares distributed) that the Board or Committee may make such a cancellationCommittee, impose such a repayment obligationin its discretion, determines to be appropriate. (c) The Awards (including Dividend Equivalents thereon), Common Shares distributed in respect of your vested Awards, or take the value thereof (regardless of whether vesting or satisfaction of other necessary conditions to the Awards has occurred and Restricted Stock Units or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is Common Shares distributed) shall also be subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee forfeiture to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradinglaw. Further, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that if the Company may have regarding the clawback of is required by applicable law, rule or regulation to include or adopt any additional “incentive-based compensationclawback” or “forfeiture” provision relating to outstanding and/or vested or earned awards, under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or otherwise, then you hereby agree that such clawback or forfeiture provision shall also apply to the Awards under this Agreement as if it had been included on the Performance Share Unit Award Date and the Company shall notify the you of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsuch additional provision. ARTICLE IV ADMINISTRATION Section 4.1.

Clawback. Notwithstanding anything in this Agreement Pursuant to Section 13.7 of the Plan, every Award issued pursuant to the contrary, if Plan is subject to potential forfeiture or “clawback” to the Board of Directors of the Company fullest extent called for by applicable federal or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement state law or any policy of the Company’s financial statements. By accepting this Award, Optionee agrees to be bound by, and comply with, the terms of any such forfeiture or a significant write“clawback” provision imposed by applicable federal or state law or prescribed by any policy of the Company. MANY OF THE PROVISION OF THIS AWARD AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL. EXHIBIT A NOTICE AND AGREEMENT OF EXERCISE OF NON-off not QUALIFIED STOCK OPTION AWARD UNDER THE 2016 EQUITY INCENTIVE PLAN I hereby exercise my Gold Resource Corporation Stock Option granted pursuant to that Non-Qualified Stock Option Award Agreement dated __________ (the “Agreement”) as to _______________ shares of Gold Resource Corporation Common Stock (the “Option Shares”). Enclosed are the documents and payment specified in Paragraphs 4 and 8 of the Agreement. I understand that no Option Shares will be issued unless and until, in the ordinary course opinion of business affecting Gold Resource Corporation (the Company’s financial statements“Corporation”), an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by any applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value registration requirements of the Award determined at Securities Act of 1933, as amended (the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation“Act”), impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule listing requirements of any securities exchange or market on which shares stock of Common Stock are listed or admitted for tradingthe same class is then listed, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully complied with. I hereby acknowledge, represent, warrant and agree, to and with the Employee shall be subject to the Clawback Policy, Corporation as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.follows:

Clawback. Notwithstanding anything In the event the Executive violates any provision of this Agreement, as reasonably determined by CBE’s Board or Directors (the “Board”) or any Committee comprised of members of the Board, or if Executive engages in this Agreement to activities including, but not limited to, (a) performing services for or on behalf of any Competitor of, or competing with, the contrary, if the Board of Directors Company or any Affiliate; (b) a violation or applicable business ethics policies or business policies of the Company or an appropriate Committee any Affiliate; (c) unauthorized disclosure of Confidential Information of the Board determines thatCompany or any Affiliate; (d) fraud or misconduct; (e) an act or acts of personal dishonesty by the Executive intended to result in the personal enrichment of the Executive; (f) wanton and willful misconduct or gross negligence by the Executive in the performance of his or her duties and obligations; (g) neglect of Executive’s assigned duties; (h) a criminal act including, as a result of fraudbut not limited to, misconductthe arrest or indictment for an alleged criminal act; (i) CBE is required to complete an accounting restatement due to material noncompliance with financial reporting requirements; or (j) any other conduct detrimental to the Company or any Affiliate, a restatement of including the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Companyany Affiliate’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, reputation as reasonably determined by the Board or Committeeany Committee comprised of members of the Board, in its discretionthen (i) any Restricted Stock Units granted hereunder that have not yet vested shall immediately be canceled for no consideration, shall take such action and (ii) with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs Restricted Stock Units that have previously vested, requiring the Employee to Executive shall immediately repay to the Company an amount in cash equal to the partial or full aggregate fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee Common Shares distributed to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradingExecutive, as determined by on the Committee in its sole discretion (date of the “Clawback Policy”) and that award vested based on the Employeeclosing price of CBE’s rights shares on the New York Stock Exchange on such date, including the value of any Common Shares used to satisfy tax withholding requirements, plus the amount of dividend equivalents paid with respect to such award. Clause (ii) of the Award and any other Awards granted preceding sentence shall only apply with respect to Restricted Stock Units awarded to Executive (A) on or after the date of Executive’s termination of employment, (B) within the three- year period prior to the Employee shall be subject date of Executive’s termination of employment or, if earlier, the date of Executive’s violation of this Agreement, or (C) in the event of an accounting restatement, within the three-year period prior to the Clawback Policy, as amended from time accounting restatement and the one-year period following the inaccurate financial filing that leads to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsuch restatement.

Clawback. Notwithstanding anything in this Agreement To the extent permitted or required by governing law or regulation or applicable listing standards, the Company may under certain circumstances recoup amounts paid to the contrary, if Executive under this Award Agreement. In the Board event of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s previously issued financial statementsstatements as a result of errors, omission, fraud, or a significant write-off not in noncompliance with any financial reporting requirement under the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementsecurities laws, the Board or CommitteeCommittee shall review the facts and circumstances underlying the restatement. After this review, if it is determined that an Award amount was based on the achievement of certain financial results that were the subject of a restatement, the Committee may, in its discretion, shall take such action with respect require the Executive to this reimburse the Company for all or a portion of any Award as it deems necessary or appropriate to address the events that gave rise actually paid to the fraudExecutive or, misconductif such Award has been deferred into the Non-Qualified Deferred Compensation Plan, write-off or restatement and to prevent its recurrenceforfeit the Award so deferred. Such action In each such instance, the Company may include, forfeit (to the extent permitted by applicable law, causing the partial deferred) or full cancellation of this Award and, with respect seek to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee recover (to the extent paid) the amount by which the Executive’s Award amount exceeded the lower amount, if any, that would have been made based on the restated financial results. However, the Company will not seek such recovery where the payment occurred more than three years prior to the date the Company is required by to prepare the applicable law restatement or rule for a time period when the Executive was not an “executive officer.” The term “executive officer” has the meaning given that term in Rule 3b-7 under the Securities Exchange Act of any securities exchange or market on which shares 1934 determined as of Common Stock are listed or admitted for tradingthe date the Company made the payment in respect of the Award. The Company will determine, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be but subject to the Clawback Policydirection of the Committee), as amended the method for obtaining reimbursement from time to timethe Executive. This Agreement shall The Company may forfeit and/or recoup amounts paid in all events be subject to all rights and obligations respect of an Award regardless of whether the Executive is still employed by the Company or an affiliate on the date forfeiture and/or reimbursement is required. Forfeiture of or recoupment of amounts paid in respect of an Award does not limit any other remedies that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionhave.

Clawback. In accordance with Section 20(d) of the Plan, if the Committee has determined that any fraud or intentional misconduct by the Grantee was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), to the extent permitted by applicable law the Grantee shall: (a) return to the Company all RSUs and/or Common Shares that the Grantee has not disposed of that were paid out pursuant to this Agreement; and (b) with respect to any RSUs and/or Common Shares that the Grantee has disposed of that were paid out pursuant to this Agreement, pay to the Company in cash the value of such RSUs on the date such RSUs were paid out. The remedy specified herein shall not be exclusive, and shall be in addition to every other right or remedy at law or in equity that may be available to the Company. Notwithstanding any other provision of this Agreement or the Plan to the contrary, if this Section 20 is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement shall be deemed to be unenforceable due to a failure of consideration, and the Grantee’s rights to the RSUs and/or Common Shares that would otherwise be granted or paid under this Agreement shall be forfeited. Further, notwithstanding anything in this Agreement to the contrary, if the Board of Directors of Grantee acknowledges and agrees that this Agreement and the Company or an appropriate Committee of award described herein (and any settlement thereof) are subject to the Board determines that, as a result of fraud, misconduct, a restatement terms and conditions of the Company’s financial statements, or a significant write-off not clawback policy (if any) as may be in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended effect from time to time. This Agreement shall in all events be subject time specifically to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under implement Section 10D of the Securities Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 1934, as amended, and any applicable rules and or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that this Section 20 shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from time and after the effective date thereof. Executed in the name and on behalf of the Company at Chicago, Illinois as of the [__] day of [______], [___]. USG CORPORATION _____________________________ Name: Title: The undersigned Grantee hereby accepts the award of RSUs evidenced by this Restricted Stock Units Agreement on the terms and conditions set forth herein and in the Plan. ____________________________ Name: PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS. EXHIBIT A TO USG CORPORATION RESTRICTED STOCK UNITS AGREEMENT This Exhibit A is attached to time by and forms a part of the U.S. Securities and Exchange Commission.USG Corporation Restricted Stock Units Agreement, dated as of [________]. Solely for the purposes of this Agreement, the following terms shall be defined as follows:

Clawback. Notwithstanding anything in this Agreement (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the contraryCorporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the Board of Directors of date the Company amount claimed was originally vested or an appropriate Committee of paid, whichever is later. In the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementalternative, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action Committee may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee require Recipient to repay or return compensation awarded hereunder pursuant to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee such rules as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time. This Agreement shall in all events be subject time pursuant to all rights and obligations that the Company may have regarding the clawback Section 954 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, to the extent applicable. By acceptance of 2010 any award or Units hereunder, Recipient expressly acknowledges and agrees that any applicable rules and regulations promulgated thereunder from time all Units or Common Stock, as well as the equivalent cash value thereof with respect to time any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the Recipient or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the U.S. Corporation in response to the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange CommissionCommission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of any Units or Common Stock and/or Award-Equivalent Value that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return Common Stock under this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section (a) are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. Notwithstanding anything to the contrary contained in this Agreement to the contrary, Agreement: (i) if the Board Company’s financial results for any time period, and the Company’s financial statements covering all or part of Directors of such period, are subsequently restated and such restatement shows Clawback Compensation was incorrectly paid or vested, the Company Executive shall be required to forfeit the Clawback Compensation that was incorrectly paid or an appropriate Committee of the Board determines that, vested as a result of fraudsuch previously reported incorrect financial results, misconductas applicable, a restatement in such period; (ii) to the extent Executive’s fraud or other Misconduct resulted in the receipt or vesting of Clawback Compensation, the Executive shall forfeit such improperly paid or vested Clawback Compensation; or (iii) if Executive, without the consent of the Company’s financial statements, while employed by the Company or after termination of such employment, breaches any of Section 8 of this Agreement and fails to cure (if curable) such breach after written notice thereof and a reasonable opportunity to cure, then Executive shall forfeit the Clawback Compensation. Further, if Executive otherwise has engaged in or engages in any activity referred to in the preceding clauses (i) – (iii), she shall forfeit any compensation, gain or other value realized on the vesting or exercise of the Clawback Compensation required to be returned to the Company, or a significant write-off not in the ordinary course sale of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed acquired in respect thereof, and must promptly repay such amounts to the Company. “Clawback Compensation” means the Annual Bonus, Option, Restricted Stock and any shares of Common Stock issued thereunder. “Misconduct” means willful misconduct, or admitted an act or omission done, or omitted to be done, by Executive negligently or in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company but shall exclude any act or omission done, or omitted to be done, at the direction of the Board or on the advice of counsel for tradingthe Company. For the avoidance of doubt, as determined approval by the Committee Board of a public filing shall not constitute approval of an act or omission unless the Board has been informed of such act or omission. This clawback provision shall terminate upon a Change in its sole discretion (Control. In addition, and without limiting the “Clawback Policy”) and that the Employee’s rights with respect foregoing, any incentive-based or other compensation paid to the Award and Executive under this Agreement or any other Awards granted agreement or arrangement with the Company which is subject to the Employee shall recovery under any law, government regulation, or stock exchange listing requirement will be subject to the Clawback Policysuch deductions and clawback as may be required to be made pursuant to such law, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that government regulation, or stock exchange listing requirement (or any policy adopted by the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Actpursuant to any such law, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissiongovernment regulation or stock exchange listing requirement).

Clawback. In accordance with Section 13 of the Plan, if the Committee has determined that any fraud or intentional misconduct by the Awardee was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), to the extent permitted by applicable law the Awardee shall return to the Company all cash that was paid out pursuant to this Agreement. The remedy specified herein shall not be exclusive, and shall be in addition to every other right or remedy at law or in equity that may be available to the Company. Notwithstanding any other provision of this Agreement or the Plan to the contrary, if this Section 19 is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement shall be deemed to be unenforceable due to a failure of consideration, and the Awardee’s rights to the Cash Incentive Award that would otherwise be paid under this Agreement shall be forfeited. Further, notwithstanding anything in this Agreement to the contrary, if the Board of Directors of Awardee acknowledges and agrees that this Agreement and the Company or an appropriate Committee of award described herein (and any settlement thereof) are subject to the Board determines that, as a result of fraud, misconduct, a restatement terms and conditions of the Company’s financial statements, or a significant write-off not clawback policy (if any) as may be in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended effect from time to time. This Agreement shall in all events be subject time specifically to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under implement Section 10D of the Securities Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 1934, as amended, and any applicable rules and or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that this Section 19 shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from time and after the effective date thereof. Executed in the name and on behalf of the Company at Chicago, Illinois as of the [__] day of [_____], [_____]. USG CORPORATION ______________________________________________ Name: Title: The undersigned Awardee hereby accepts the 2019 Long-Term Cash Incentive Award evidenced by this 2019 Long-Term Cash Incentive Award Agreement on the terms and conditions set forth herein and in the Plan. ______________________________________________ Name: PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS. EXHIBIT A TO USG CORPORATION 2019 Long-Term cash incentive award AGREEMENT This Exhibit A is attached to time by and forms a part of the U.S. Securities and Exchange Commission.USG Corporation 2019 Long-Term Cash Incentive Award Agreement, dated as of [______]. Solely for the purposes of this Agreement, the following terms shall be defined as follows:

Clawback. Notwithstanding anything The Participant specifically recognizes and affirms that strict compliance with terms of the covenants set forth in this Agreement Exhibit A hereto is required in order to vest and earn the Performance Units, and agrees that a breach of any of the covenants contained in Exhibit A may cause such damage to the contraryCompany as will be serious and irreparable and the exact amount of which will be difficult to ascertain. Accordingly, the Participant agrees that in the event of a breach or threatened breach of any of the covenants contained in Exhibit A, in addition to, and in no way in limitation of, any and all other remedies the Company will have in law and equity for the enforcement of such covenants, including injunctive relief, and any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise, the Participant shall forfeit the Performance Units granted under this Agreement, including any Performance Units that have fully vested and settled in cash or Shares, and, if the Board Participant has previously sold any Shares derived from the Performance Units, the Company shall also have the right to recover from the Participant the economic value of Directors such Shares as of the date the Performance Units vested. The forfeiture provision of this Section 7 will continue to apply, in accordance with its terms, after the non-solicit and/or non-disclosure provisions of any employment or other agreement between the Company or an appropriate Committee of and the Board determines that, as a result of fraud, misconduct, a restatement of Participant have lapsed. In addition to the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementforegoing, the Board or Committee, in its discretion, Participant shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee be required to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellationforfeit, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Awardas appropriate, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee Performance Units awarded under this Agreement to the extent required by applicable law or rule the “clawback” provisions of the Plan or any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined policy adopted by the Committee in its sole discretion (or the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback PolicyBoard, as each may be amended from time to time. This Agreement The Participant specifically agrees that the provisions of this Section 7 shall in all events be subject continue to all rights and obligations that apply if the Company may have regarding the clawback of “incentive-based compensation” under Section 10D Participant breaches one or more of the Exchange Actcovenants as expressly stated in Exhibit A notwithstanding any finding or holding by a court that one or more of such covenants is invalid or unenforceable in whole or in part, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act including an interpretation, alteration, amendment or modification by a court of 2010 and one or more such covenants as described in Section 6 above, for any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionreason whatsoever.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines thatVSI’s financial statements for FY 2012 and thereafter for any fiscal year are restated due to material noncompliance, as a result of fraudmisconduct by the PRESIDENT, misconductwith any financial reporting requirement under the U.S. securities laws applicable to such fiscal year, the PRESIDENT shall, at the request of the Committee, return or forfeit, as applicable, all or a restatement portion (but no more than one-hundred percent (100%)) of the net amount of any bonus or any incentive award (including equity awards) made to the PRESIDENT during the term of the contract as incentive for the specific fiscal year or years (in the case of equity awards granted during the term of the contract only, the portion of the award vested during such fiscal year or years) required to be restated for FY 2012 and thereafter. For example, if the PRESIDENT is granted an award during the term of the contract and in FY 2012 that vests in installments based on performance in FY 2013 and 2014, and the Company’s financial statementsstatements for FY 2013 are required, or as a significant write-off not in result of misconduct by the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may includePRESIDENT, to be restated due to material noncompliance with any financial reporting requirements as set forth above, only the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value portion of the Award determined at award which vests in FY 2013 based on either time vesting or achievement of the time of vesting. The Employee agrees by accepting this Award that the Board performance targets for FY 2013 (or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for tradingboth, as determined by the Committee in its sole discretion (the “Clawback Policy”applicable) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to clawback in accordance with this Section 2, but the Clawback Policy, as amended from time to time. This Agreement portion of the award which vests in FY 2014 shall in all events not be subject to all rights and obligations forfeiture or clawback. Or, if based on the same facts as set forth in the preceding sentence, The PRESEIDENT is paid a bonus in FY 2013 for performance in FY 2012, such bonus shall be subject to clawback in accordance with this Section 2, but not any bonus paid for any other fiscal year. The amount to be recovered from the PRESIDENT shall be the amount by which the bonus or incentive compensation award exceeded the amount that would have been payable to the PRESIDENT had the financial statements been initially filed as restated (including, but not limited to, the entire award), as reasonably determined by the Committee. The Committee shall determine whether VSI or the Company may have regarding shall effect any such recovery (i) by seeking repayment from the clawback of “incentive-based compensation” under PRESIDENT, (ii) by reducing (subject to applicable law, including Section 10D 409A, and the terms and conditions of the Exchange Actapplicable plan, program or arrangement) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act amount that would otherwise be payable to the PRESIDENT under any compensatory plan, program or arrangement maintained by VSI or the Company, (iii) by withholding payment of 2010 and future increases in compensation (including the payment of any applicable rules and regulations promulgated thereunder from time to time discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with VSI’s or the Company’s compensation practices, or (iv) by any combination of the U.S. Securities and Exchange Commissionforegoing.

Clawback. In accordance with Section 20(d) of the Plan, if the Committee has determined that any fraud or intentional misconduct by the Grantee was a significant contributing factor to the Company having to restate all or a portion of its financial statement(s), to the extent permitted by applicable law the Grantee shall: (a) return to the Company all Market Share Units and/or Common Shares that the Grantee has not disposed of that were paid out pursuant to this Agreement; and (b) with respect to any Market Share Units and/or Common Shares that the Grantee has disposed of that were paid out pursuant to this Agreement, pay to the Company in cash the value of such Market Share Units on the date such Market Share Units were paid out. The remedy specified herein shall not be exclusive, and shall be in addition to every other right or remedy at law or in equity that may be available to the Company. Notwithstanding any other provision of this Agreement or the Plan to the contrary, if this Section 20 is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement shall be deemed to be unenforceable due to a failure of consideration, and the Grantee’s rights to the Market Share Units and/or Common Shares that would otherwise be granted or paid under this Agreement shall be forfeited. Further, notwithstanding anything in this Agreement to the contrary, if the Board of Directors of Grantee acknowledges and agrees that this Agreement and the Company or an appropriate Committee of award described herein (and any settlement thereof) are subject to the Board determines that, as a result of fraud, misconduct, a restatement terms and conditions of the Company’s financial statements, or a significant write-off not clawback policy (if any) as may be in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended effect from time to time. This Agreement shall in all events be subject time specifically to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under implement Section 10D of the Securities Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 1934, as amended, and any applicable rules and or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded) (the “Compensation Recovery Policy”), and that this Section 20 shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from time to time and after the effective date thereof. Executed in the name and on behalf of the Company at Chicago, Illinois as of the [__] day of [______], [___]. USG CORPORATION _____________________________ Name: Title: The undersigned Grantee hereby accepts the award of Market Share Units evidenced by this Market Share Unit Agreement on the U.S. Securities terms and Exchange Commissionconditions set forth herein and in the Plan. _____________________________ Name: PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS.

Clawback. Notwithstanding anything in this Agreement If the Company is required to restate its financial results due for fiscal year 2020 or thereafter while the contrary, if the Board of Directors Executive is Chief Executive Officer of the Company or an appropriate Committee of the Board determines that, due to material noncompliance with financial reporting requirements under United States federal securities laws as a result of fraudmisconduct or error (as determined in good faith by the Audit Committee or by the full Board of Directors), misconductthe Company may, a restatement in the good faith discretion of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Compensation Committee, in its discretion, shall take such action with respect to this Award as it deems necessary recoup from the Executive all or appropriate to address the events that gave rise to the fraud, misconduct, writeany portion of any performance-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy based or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under , and profits realized from the sale of Shares (each such amounts shall be referred to as an “Award”) received as equity compensation by the Executive, the amount of which had been determined in whole or in part upon performance goals relating to the restated financial results, or upon the Fair Market Value of Shares, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the need for the restatement. In such an event, the Company or any Affiliate shall be entitled to recoup up to the amount, if any, by which the Award, or the Fair Market Value of the Shares, actually received by the Executive exceeded the payment or Fair Market Value, as applicable, that would have been received based on the restated financial CORE/3001926.0002/157289220.4 results, and any profits from the sale of Shares transferred pursuant to an Award in excess of the profits that would have been received based on the restated financial results. The Company’s and each Affiliate's right of recoupment shall apply only if demand for recoupment is made not later than three years following the payment of the applicable Award. Any recoupment shall be made net of any taxes the Executive paid (to the extent such taxes may not be reasonably recovered by the Executive) on the compensation subject to recoupment. The Executive acknowledges that the Executive is aware of (i) the provision of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and the right of the Securities Exchange Commission (“SEC”) with respect thereto, (ii) Section 10D of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which was added by Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any which requires listed companies to implement clawback policies that comply with listing requirement of the applicable rules and regulations promulgated thereunder from time stock exchange with respect to time the recovery of incentive-based compensation in the event of an accounting restatement, (iii) proposed Rule 14D-1 which was proposed by the U.S. Securities SEC to require such listing requirements to be established, and (iv) the Company’s obligation to adopt a clawback policy that complies with the implementing Nasdaq listing standard that would be adopted after the SEC adopts a final rule under Section 10D of the Exchange Commission.Act (the “Xxxx-Xxxxx Clawback Policy”). The parties agree that this Section 10 may be amended by the Company to conform to the Xxxx-Xxxxx Clawback Policy when such policy is adopted by the Company in order to comply with the aforementioned Nasdaq listing standard. The following definitions apply for purposes of this Section 10:

Clawback. The Grantee acknowledges and agrees that the terms and conditions set forth in The Xxxxx’s Company, Inc. Incentive-Based Compensation Recoupment Policy (as may be amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Grantee, it creates additional rights for the Company with respect to this award of Performance Shares and Performance Units, Shares received upon the settlement of the Performance Shares, cash received upon the settlement of Performance Units, and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Grantee by the Company. Notwithstanding anything any provisions in this Agreement to the contrary, if any award of Performance Shares or Performance Units granted under the Board Plan, Shares received upon the settlement of Directors Performance Shares granted under the Plan, cash or other amounts received upon the settlement of Performance Units granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Grantee to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable lawthe Grantee is, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with becomes, subject to (a) any Company clawback or recoupment policy, including the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award Policy and any other Awards granted policies that are adopted by the Company, whether to comply with the Employee shall be subject to requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the Clawback Policycircumstances set forth in such laws, including as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that required by the Company may have regarding the clawback Xxxxxxxx-Xxxxx Act of “incentive-based compensation” under Section 10D of the Exchange Act2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any Act, or other applicable rules and laws, rules, regulations promulgated thereunder or stock exchange listing standards, as may be in effect from time to time time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting the award of Performance Shares and Performance Units under the Plan and pursuant to this Agreement, the Grantee consents to be bound by the U.S. Securities terms of the Clawback Policy, if applicable, and Exchange Commissionagrees and acknowledges that the Grantee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup the Performance Shares and Performance Units and Shares or cash received upon the settlement of the Performance Shares or Performance Units, any gains or earnings related to the Performance Shares or Performance Units or Shares or cash received upon the settlement thereof, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Grantee of any such amounts, including from the Grantee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback. Notwithstanding anything in this Agreement If and to the contraryextent the Committee deems it appropriate for such payment to be made, if each Covered Employee shall pay the Board Company an amount equal to the Excess Compensation. “Covered Employee” means an Employee who was a Section 16 Filer at an Affected Performance RSUs Release Date regardless of Directors whether such Employee ceased to be a Section 16 Filer thereafter. “Section 16 Filer” is a person who is required to file reports under Section 16(a) of the Company or an appropriate Committee Act as such requirement to so file is in effect at each Affected Performance RSUs Release Date. “Affected Performance RSUs Release Date” means each Performance RSUs Release Date on which, had a financial restatement that was made after such Performance RSUs Release Date been in effect at such Performance RSUs Release Date, the number of the Board determines that, as a result shares of fraud, misconduct, a restatement Stock settled on account of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than Performance RSUs would have been paid absent lower. “Excess Compensation” means (i) the frauddifference between the Income that was recognized by the Covered Employee on an Affected Performance RSUs Release Date and the Income that would have been recognized had the financial restatement referred to in the definition of Affected Performance RSUs Release Date then been in effect, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take except that such action with respect difference will be deemed to this Award as it deems necessary or appropriate to address the events that gave rise be zero for each Affected Performance RSUs Release Date prior to the frauddate on which Covered Employee was a Section 16 Filer, misconductplus (ii) the value of any deduction to which the Covered Employee is entitled on account of the payment to the Company required by this Paragraph 15. “Income” means income determined for federal income tax purposes minus the amount of federal, write-off or restatement state and to prevent its recurrence. Such action may includelocal income taxes and, to the extent permitted applicable, the employee portion of Social Security and Medicaid payroll taxes, payable on account of such income. The amount of federal, state and local income taxes and the value of any deduction contemplated by applicable law, causing clause (ii) of the partial or full cancellation of this Award andsecond preceding sentence shall be computed by assuming that Income is taxed at the highest marginal rate, with respect such rate for any state and local income taxes appropriately adjusted to RSUs reflect the benefit of an itemized federal deduction for such taxes (if in the case of local taxes, such taxes are eligible for such a deduction), which adjustment shall be made by assuming that have vested, requiring the Employee to repay to the Company the partial or full fair market value no reduction in such deduction on account of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Covered Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionadjusted gross income applies.

Clawback. Notwithstanding anything in this Agreement Pursuant to Section 13.7 of the Plan, every Award issued pursuant to the contrary, if Plan is subject to potential forfeiture or “clawback” to the Board of Directors of the Company fullest extent called for by applicable federal or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement state law or any policy of the Company’s financial statements. By accepting this Award, Optionee agrees to be bound by, and comply with, the terms of any such forfeiture or a significant write“clawback” provision imposed by applicable federal or state law or prescribed by any policy of the Company. MANY OF THE PROVISION OF THIS AWARD AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL. EXHIBIT A NOTICE AND AGREEMENT OF EXERCISE OF NON-off not QUALIFIED STOCK OPTION AWARD UNDER THE 2016 EQUITY INCENTIVE PLAN I hereby exercise my Gold Resource Corporation Stock Option granted pursuant to that Non-Qualified Stock Option Award Agreement dated July 6, 2016 (the “Agreement”) as to _______________ shares of Gold Resource Corporation Common Stock (the “Option Shares”). Enclosed are the documents and payment specified in Paragraphs 4 and 8 of the Agreement. I understand that no Option Shares will be issued unless and until, in the ordinary course opinion of business affecting Gold Resource Corporation (the Company’s financial statements“Corporation”), an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by any applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value registration requirements of the Award determined at Securities Act of 1933, as amended (the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation“Act”), impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule listing requirements of any securities exchange or market on which shares stock of Common Stock are listed or admitted for tradingthe same class is then listed, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully complied with. I hereby acknowledge, represent, warrant and agree, to and with the Employee shall be subject to the Clawback Policy, Corporation as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.follows:

Clawback. Notwithstanding anything in this Agreement To the extent permitted by governing law, the Company may under certain circumstances recoup amounts paid to the contrary, if Executive under this Award Agreement. In the Board event of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s previously issued financial statementsstatements as a result of errors, omission, fraud, or a significant write-off not in noncompliance with any financial reporting requirement under the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementsecurities laws, the Board or CommitteeCommittee shall review the facts and circumstances underlying the restatement. After this review, if it is determined that an Award amount was based on the achievement of certain financial results that were the subject of a restatement, the Committee may, in its discretion, shall take such action with respect require the Executive to this reimburse the Company for all or a portion of any Award as it deems necessary or appropriate to address the events that gave rise actually paid to the fraudExecutive or, misconductif such Award has been deferred into the Non-Qualified Deferred Compensation Plan, write-off or restatement and to prevent its recurrenceforfeit the Award so deferred. Such action In each such instance, the Company may include, forfeit (to the extent permitted by applicable law, causing the partial deferred) or full cancellation of this Award and, with respect seek to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee recover (to the extent required paid) the amount by which the Executive’s Award amount exceeded the lower amount, if any, that would have been made based on the restated financial results. However, the Company will not seek such recovery where the payment occurred more than three years prior to the date the Company discloses the applicable law restatement or rule for a time period when the Executive was not an “executive officer.” The term “executive officer” has the meaning given that term in Rule 3b-7 under the Securities Exchange Act of any securities exchange or market on which shares 1934 determined as of Common Stock are listed or admitted for tradingthe date the Company made the payment in respect of the Award. The Company will determine, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be but subject to the Clawback Policydirection of the Committee), as amended the method for obtaining reimbursement from time to timethe Executive. This Agreement shall The Company may forfeit and/or recoup amounts paid in all events be subject to all rights and obligations respect of an Award regardless of whether the Executive is still employed by the Company or an affiliate on the date forfeiture and/or reimbursement is required. Forfeiture of or recoupment of amounts paid in respect of an Award does not limit any other remedies that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionhave.

Clawback. Notwithstanding anything in this Agreement As a condition to the contraryParticipant’s receipt of this Stock Option, if and his or her right to receive and retain any amounts paid or delivered thereunder or exercise such Stock Option, the Board of Directors Participant expressly acknowledges and agrees to and reaffirms all continuing obligations and duties the Participant has under a Restrictive Covenant Agreement (as defined below) and any other obligations and duties which the Participant has to or in respect of the Company or an appropriate Committee any of its Affiliates. In the event the Participant breaches a Restrictive Covenant Agreement at any time during the Participant’s employment or service with the Company or within the time period set forth in the Restrictive Covenant Agreement following the termination of his or her employment or service, then without limiting any other remedies available to the Company or its Affiliates (including, without limitation, remedies involving injunctive relief), the Participant shall immediately forfeit any remaining unvested portion of the Board determines that, as a result of fraud, misconduct, a restatement Stock Option and the Participant shall be required to return to the Company all Shares previously issued in respect of the Company’s financial statements, or a significant write-off not in the ordinary course Stock Option (net of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, exercise price paid) to the extent permitted by applicable lawthe Participant continues to own such Shares or, causing if the partial or full cancellation of this Award andParticipant no longer owns such Shares, with respect to RSUs that have vested, requiring the Employee Participant shall be required to repay to the Company the partial or full pre-tax cash value of such Shares calculated based on the fair market value of such Shares on the Award determined at date such Shares were issued to the time Participant in respect of vestingthe Stock Option. The Employee agrees by As used herein, “Restrictive Covenant Agreement” means any agreement between the Participant and the Company or its Affiliates (including, without limitation, any agreement relating to employment and post-employment competition) subjecting the Participant to confidentiality, non-disparagement, non-solicitation, non-hire, non-competition and/or other restrictive covenants in favor of the Company or its Affiliates. For the avoidance of doubt, this Agreement and the Plan do not supersede any Restrictive Covenant Agreement or employment or other individual agreement between the Participant and the Company or its Affiliates. By accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the AwardStock Option, the Employee Participant further expressly acknowledges and agrees that Employee is his or her rights under this Stock Option, and those of any permitted transferee of this Stock Option, including the right to any Shares acquired under this Stock Option or proceeds from the disposition thereof, are subject to any applicable clawback or recoupment incentive compensation recovery policy or other written agreement or arrangement of the Company as may have now or be in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended effect from time to time. This Agreement Nothing in the preceding sentence shall in all events be subject to all rights and obligations that construed as limiting the Company may have regarding the clawback general application of “incentive-based compensation” under Section 10D 6 of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionthis Agreement.

Clawback. Notwithstanding anything in this Agreement If the Company is required to restate its financial results due for fiscal year 2016 or thereafter while the contrary, if the Board of Directors Executive is Chief Executive Officer of the Company or an appropriate Committee of the Board determines that, due to material noncompliance with financial reporting requirements under United States federal securities laws as a result of fraudmisconduct or error (as determined in good faith by the Audit Committee or by the full Board of Directors), misconductthe Company may, a restatement in the good faith discretion of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Compensation Committee, in its discretion, shall take such action with respect to this Award as it deems necessary recoup from the Executive all or appropriate to address the events that gave rise to the fraud, misconduct, writeany portion of any performance-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy based or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under , and profits realized from the sale of Shares (each such amounts shall be referred to as an “Award”) received as equity compensation by the Executive, the amount of which had been determined in whole or in part upon performance goals relating to the restated financial results, or upon the Fair Market Value of Shares, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the need for the restatement. In such an event, the Company or any Affiliate shall be entitled to recoup up to the amount, if any, by which the Award, or the Fair Market Value of the Shares, actually received by the Executive exceeded the payment or Fair Market Value, as applicable, that would have been received based on the restated financial results, and any profits from the sale of Shares transferred pursuant to an Award in excess of the profits that would have been received based on the restated financial results. The Company’s and each Affiliate's right of recoupment shall apply only if demand for recoupment is made not later than three years following the payment of the applicable Award. Any recoupment shall be made net of any taxes the Executive paid (to the extent such taxes may not be reasonably recovered by the Executive) on the compensation subject to recoupment. The Executive acknowledges that the Executive is aware of (i) the provision of Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 and the right of the Securities Exchange Commission (“SEC”) with respect thereto, (ii) Section 10D of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which was added by Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any which requires listed companies to implement clawback policies that comply with listing requirement of the applicable rules and regulations promulgated thereunder from time stock exchange with respect to time the recovery of incentive-based compensation in the event of an accounting restatement, (iii) proposed Rule 14D-1 which was proposed by the U.S. Securities SEC to require such listing requirements to be established, and (iv) the Company’s obligation to adopt a clawback policy that complies with the implementing Nasdaq listing standard that would be adopted after the SEC adopts a final rule under Section 10D of the Exchange Commission.Act (the “Xxxx-Xxxxx Clawback Policy”). The parties agree that this Section 9 may be amended by the Company to conform to the Xxxx-Xxxxx Clawback Policy when such policy is adopted by the Company in order to comply with the aforementioned Nasdaq listing standard. The following definitions apply for purposes of this Section 9:

Clawback. Notwithstanding anything The Executive acknowledges and agrees that in this Agreement to the contraryevent that a Clawback Event (as defined below) occurs, if the Board of Directors Executive will repay the Company one hundred percent (100%) of the Company or an appropriate Committee of the Board determines that, pre-tax value (including any tax benefit as a result of fraudrepayment) of any Pro Rata Bonus or Severance Payments the Executive received under the Agreement and shall forfeit any Severance Payments that have not yet been paid to Executive (collectively, misconduct, a restatement the “Clawback Amount”) within ten (10) days of the Company’s written request of repayment. THE EXECUTIVE ALSO AGREES, AND THE COMPANY AGREES, THAT THE PRECISE AMOUNT OF DAMAGES FLOWING FROM ANY VIOLATION OF THE SPECIFIED AGREEMENTS WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO CALCULATE OR PROVE, AND THAT THE CLAWBACK AMOUNT REPRESENTS A REASONABLE ESTIMATE OF THE DAMAGES THAT WOULD BE SUFFERED BY THE COMPANY IN THE EVENT OF A CLAWBACK EVENT AND THAT THE REMEDIES SET FORTH IN THIS PARAGRAPH ARE NOT EXCLUSIVE AND SHALL BE IN ADDITION TO ANY OTHER LEGAL OR EQUITABLE REMEDY THAT MAY BE AVAILABLE. For purposes of this Agreement, “Clawback Event” means the good faith determination, within 12 months following the termination of employment but before a Change-in-Control (as defined in the Plan), that one of the following has occurred (i) any act or omission constituting misconduct that is a significant contributing factor to the Company having to restate its financial statements, or a significant write-off not in (ii) the ordinary course of business affecting fact that the Company’s financial statementsresults, an Employeeas used to determine the Executive’s incentive compensation, are found to reflect a material error or otherwise be materially inaccurate, whether or not the Executive was responsible for, or former Employeethe Executive’s actions were a significant contributing factor with respect to, has the inaccuracy (provided that, in the event the Executive was not responsible for, or the Executive’s actions were not a significant contributing factor with respect to, the inaccuracy, the Clawback Amount will be limited to the after-tax cash value of excess incentive compensation reveived by the Executive in cash or the after-tax number of shares of Company stock received more by the Executive in the case of incentive compensation paid in connection with this Award than would Company stock), (iii) the Company learns after the Executive’s termination of employment that the Executive engaged in conduct that is or could have been paid absent the fraud, misconduct, write-off a basis for termination for Cause under this Agreement and which causes a material and adverse reputational or incorrect other financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay harm to the Company and/or (iv) the partial Executive breaches any provision of this Agreement, including, without limitation, Section 11 hereof, or full fair market value any of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take restrictive covenants and other necessary or appropriate action provisions contained in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D 9 of the Exchange Act, Agreement and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act cooperation provisions contained in Section 10 of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionAgreement.

Clawback. To the extent The Xxxxxxx-Xxxxxxxx Company Section 16 Executive Officer Clawback Policy (as may be amended and restated from time to time, the “Executive Clawback Policy”) or The Xxxxxxx-Xxxxxxxx Company Key Employee Clawback Policy (as may be amended and restated from time to time, the “Key Employee Clawback Policy”) is applicable to you, such policies create additional rights for the Company with respect to certain compensation paid or payable to you. Notwithstanding anything in any provisions of this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted applicable, any compensation paid or payable hereunder or under other plans and arrangements maintained by applicable lawthe Company and its affiliates will be subject to potential mandatory cancellation, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay forfeiture and/or repayment by you to the Company to the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award extent that the Board or Committee may make such a cancellationyou are, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with become, subject to (a) any Company clawback or recoupment policy, including the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Executive Clawback Policy”) and that , the Employee’s rights with respect to the Award Key Employee Clawback Policy, and any other Awards granted policies that are adopted to comply with the Employee shall be subject to requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the Clawback Policycircumstances set forth in such laws, including as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that required by the Company may have regarding the clawback Xxxxxxxx-Xxxxx Act of “incentive-based compensation” under Section 10D of the Exchange Act2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any Act, or other applicable rules and regulations promulgated thereunder laws, rules, regulations, or stock exchange listing standards, as may be in effect from time to time time, and which may operate to create additional rights for the Company with respect to certain compensation paid or payable to you and the recovery of amounts relating thereto. By executing this Agreement, you consent to be bound by the U.S. Securities terms of the Executive Clawback Policy or the Key Employee Clawback Policy, if applicable, and Exchange Commission.agree and acknowledge that you are obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup any compensation paid or payable under this Agreement or any other applicable compensation that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from you of any such amounts, including from your accounts or from any other compensation, to the extent permissible under Section 409A.

Clawback. Notwithstanding anything in this Agreement to In the contrary, if the event that Employer’s Board of Directors or Compensation Committee determines in good faith that the earlier determination as to the valuation of the Company Business or an appropriate Committee the achievement of any performance targets applicable to the payment of Executive’s Bonus or long-term incentive compensation or awards under the Value Appreciation Plan (“VAP Compensation”) under Section 3.2 or 3.5 hereof (the “Performance Targets”) was based on materially incorrect data, and that in fact the Performance Targets had not been achieved or had been achieved to a lesser extent than originally determined and any Bonus (or portion thereof) or VAP Compensation (or portion thereof) paid or issued would not have been paid or issued, given the correct data, then in each such instance, Executive shall, at the request of Employer’s Board determines thatof Directors or Compensation Committee, return or forfeit, as a result of fraudapplicable, misconduct, a restatement of the Company’s financial statements, all or a significant writeportion (but no more than one-off not in hundred percent (100%) of any Bonus or VAP Compensation paid to Executive based on such incorrect data. The amount to be recovered from Executive shall be the ordinary course amount determined by Employer’s Board of business affecting Directors or Compensation Committee, by which the Company’s financial statements, an Employee, Bonus or former Employee, has received more compensation in connection with this Award than VAP Compensation paid or issued to Executive exceeded the amount that would have been paid absent or issued to Executive based on the fraudcorrect data. Any Employer common stock that was issued in connection with VAP Compensation shall be forfeited and cancelled as provided by Employer’s Board of Directors or Compensation Committee. However, misconduct, write-off or incorrect financial statementif Executive has disposed of such shares, the cash equivalent value of such shares on the date Employer calculated the number shares owed shall be paid by Executive to Employer upon notice from Employer as provided by Employer’s Board of Directors or Compensation Committee. In the event that Employer’s Board of Directors or Compensation Committee determines that Executive has, during the Term, committed an act or omission that would have constituted Cause under this Agreement, Employer’s Board of Directors or Compensation Committee, whether or not Executive was terminated because of such act or omission, may require Executive to return or forfeit, as applicable, any Bonus or VAP Compensation paid to Executive pursuant to Sections 3.2 or 3.5 hereof. Any Employer common stock that was issued in its discretionconnection with VAP Compensation shall be forfeited and cancelled as provided by Employer’s Board of Directors or Compensation Committee. If Executive has disposed of shares issued to him in connection with VAP Compensation, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market cash equivalent value of such shares on the Award determined at date Employer calculated the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which number shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee owed shall be subject paid by Executive to the Clawback Policy, Employer upon notice from Employer as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback provided by Employer’s Board of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionDirectors or Compensation Committee.

Clawback. Notwithstanding anything in this Agreement (a) If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require Recipient to pay to the contraryCorporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section 7(a) must be made, if at all, within five years after the Board of Directors of date the Company amount claimed was originally vested or an appropriate Committee of the Board determines thatpaid, as a result of fraudwhichever is later. In addition, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise pursuant to the fraud, misconduct, writeCorporation’s Xxxx-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion Xxxxx Xxxxxxxx Policy (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time, the “Clawback Policy”), if the Committee determines that recoupment of compensation paid hereunder is required pursuant to the Clawback Policy, the Committee will require Recipient to repay or return compensation awarded hereunder. This Agreement shall in By acceptance of any Award or bonus payment hereunder, Recipient expressly acknowledges and agrees that any and all events amounts paid to Recipient hereunder, and any other Incentive-Based Compensation paid by the Corporation to the Recipient, are and will be fully subject to the terms of the Clawback Policy (provided that Recipient is, or becomes, an individual that is subject to the Clawback Policy) and agrees to cooperate fully with the Corporation to facilitate the recovery of any and all rights amounts paid pursuant to this Agreement and obligations any other Incentive-Based Compensation paid by the Corporation that the Company Committee determines in its sole discretion is required to be recovered pursuant to the terms of the Clawback Policy. The obligations of Recipient to make payments or return Common Stock pursuant to this Section 7(a) are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section (a) are in addition to, not in lieu of, any remedies that the Corporation may have regarding against any persons whose misconduct caused or contributed to a need to restate the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange CommissionCorporation’s reported results.

Clawback. Notwithstanding anything in this Agreement the Plan to the contrary, if in the Board of Directors of event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or an appropriate Committee of such other accounting principles that may be adopted by the Board determines thatSecurities and Exchange Commission and are or become applicable to the Company, as a result of fraud, misconduct, a restatement fraud or intentional misconduct on the part of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or CommitteeCommittee may, in its discretion, shall take such action with respect to this Award as it deems necessary (a) cancel the outstanding Award, in whole or appropriate to address the events that gave rise to the fraudin part, misconduct, write-off whether or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have not vested, requiring and/or (b) require the Employee to repay to the Company the partial an amount equal to all or full fair market value any portion of the Award determined at payments that have been made to Employee pursuant to this Agreement within the time two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such payment amount was based on the erroneous data and exceeded the value or amount that would have been paid to the Employee under the accounting restatement. Such cancellation or repayment [**Confidential Treatment Requested] indicates that portions of vestingthis document have been omitted and have been separately filed with the Securities and Exchange Commission. The Employee agrees obligation shall be effective as of the date specified by accepting this Award that the Board or Committee. Any repayment obligation shall be satisfied in cash, and the Committee may make such a cancellation, impose such a provide for an offset to any future payments owed by the Company or its or Affiliates to the Employee if necessary to satisfy the repayment obligation; provided, or take other necessary or appropriate action in however, that if any such circumstances. In consideration for the Awardoffset is prohibited under applicable law, the Employee acknowledges Committee shall not permit any offsets and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement may require immediate repayment by the Company may have now or in Employee. Notwithstanding the future with the Employee foregoing, to the extent required by to comply with applicable law or rule of and/or any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined Clawback Policy adopted by the Committee in its sole discretion (Company after the “Clawback Policy”) and that date of this Agreement, the Employee’s rights with respect to the Award Company may unilaterally amend this Section 9(k), and any other Awards granted such amendment shall be made by providing notice of such amendment to Employee, and shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9(k) or provides such notice to Employee, this Section 9(k)shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionbound thereby.

Clawback. (a) Notwithstanding anything in the Plan, in this Agreement or any other agreement to the contrary, if as an additional condition of receiving this Award, the Board of Directors of Participant agrees that (i) in the event that the Participant breaches any nonsolicitation, noncompetition or confidentiality agreement entered into with, or while acting on behalf of, the Company or an appropriate any Affiliate, the Committee may (A) cancel the Award, in whole or in part, whether or not vested, and/or (B) require such Participant or former Participant to repay to the Company any gain realized or payment or shares received upon the exercise or payment of, or lapse of restrictions with respect to, such Award (with such gain, payment or shares valued as of the Board determines thatdate of exercise, as a result payment or lapse of fraudrestrictions), misconduct, a restatement and (ii) if any of the Company’s financial statementsstatements are required to be restated due to errors, omissions, fraud, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee may, in its sole discretion (but acting in good faith, direct the “Clawback Policy”) and that the Employee’s rights Company to recover all or a portion of any Award or any past or future compensation from any Participant or former Participant with respect to any fiscal year of the Company for which the financial results are negatively affected by such restatement, including through cancellation of an Award or repayment of any gain realized (with such gain valued as of the date of exercise, payment or lapse of restrictions). Any cancellation or repayment obligation contemplated under this Section 7(a) shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Stock or cash or a combination thereof (with the amount of the repayment obligation determined based upon the Fair Market Value of the shares of Stock on the settlement date, but the number of shares of Stock used to satisfy the repayment obligations determined based on the Fair Market Value of the shares of Stock on the date of repayment), and the Committee may provide for an offset to any other Awards granted future payments owed by the Company or any Affiliate to the Employee shall be subject Participant if necessary to satisfy the Clawback Policyrepayment obligation; provided, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations however, that the Company may have regarding the clawback of “incentive-based compensation” if any such offset is prohibited under Section 10D of the Exchange Actapplicable law, the Xxxx-Xxxxx Xxxx Street Reform Committee shall not permit any offsets and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time may require immediate repayment by the U.S. Securities and Exchange CommissionParticipant.

Clawback. Notwithstanding anything If the Employee has committed fraud, embezzlement, a felony or a misdemeanor involving dishonesty, in this Agreement each case that relates to the contraryCompany (“Misconduct”), or if the Company’s financial statements are restated as a result of an audit by a nationally recognized auditing firm and the Employee’s Incentive Bonus, Incentive Pool Plan benefits, or other compensation, employee benefit or vesting was based upon such financial statements, then the Board shall have the right to (i) require reimbursement of Directors any Incentive Bonus or Incentive Pool Plan or other compensation, benefit or award paid to the Employee within two (2) years of any such restatement as a result of such financial statements that were restated (to the extent that the Employee received a larger Incentive Bonus, Incentive Pool Plan payment, or other compensation, benefit or award than he otherwise would have received absent the incorrect financial statements); (ii) reinstatement of risk of forfeiture and vesting schedule of any Incentive Pool Plan award or other compensation, benefit or award that was vested based on such incorrect financial statements (and recoupment of any gains already realized if such awards or benefits were sold, transferred, disposed of, paid out, or otherwise reduced to cash); (iii) require recoupment of any Incentive Bonus or Incentive Pool Plan benefit or other compensation, benefit or award paid within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an appropriate Committee of the Board determines thatAffiliate, as a result of fraud, misconduct, a restatement of the Company’s financial statements, (iv) forfeit any vested or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy unvested Incentive Pool Plan benefits or other written agreement compensation, benefits or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards awards previously granted to the Employee within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate, and/or (v) recoup any gains the Employee has previously realized from any such Incentive Bonus, Incentive Pool Plan benefit, or other compensation, benefit or award within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate,). Nothing contained in this Section 13 shall be subject construed to restrict or otherwise limit the Clawback PolicyCompany’s right to pursue any remedies available at law or in equity. Conversely, as amended from time to time. This Agreement shall if the above-described financial statement restatements would result in all events be subject to all rights and obligations that an increase in the Company may have regarding Employee’s Incentive Bonus or Incentive Pool Plan benefits =or vesting, then, in the clawback absence of “incentive-based compensation” under Section 10D of the Exchange Actany Misconduct, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by Board in its reasonable good faith shall redetermine such Incentive Bonus or Incentive Pool Plan benefits or vesting, based on the U.S. Securities and Exchange Commissionrevised financial statements.

Clawback. Notwithstanding anything in this Agreement If the Corporation’s reported financial or operating results become subject to a material negative restatement, the Committee may require the Recipient to pay to the contraryCorporation an amount corresponding to each award to the Recipient under this Agreement, or otherwise return such Units or Common Stock, that the Committee determines would not have been vested or paid if the Corporation’s results as originally published had been equal to the Corporation’s results as subsequently restated; provided that any requirement or claim under this Section must be made, if at all, within five years after the Board of Directors of date the Company amount claimed was originally vested or an appropriate Committee of paid, whichever is later. In the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statementalternative, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action Committee may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee require Recipient to repay or return compensation awarded hereunder pursuant to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee such rules as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time. This Agreement shall in all events be subject time pursuant to all rights and obligations that the Company may have regarding the clawback Section 954 of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act Act, to the extent applicable. By acceptance of 2010 any award or Units hereunder, Recipient expressly acknowledges and agrees that any applicable rules and regulations promulgated thereunder from time all Units or Common Stock, as well as the equivalent cash value thereof with respect to time any and all such Units or Common Stock, that have become vested, exercised, free of restriction or otherwise released to and/or monetized by or for the benefit of the Recipient or any transferee or assignee thereof (collectively, the “Award-Equivalent Value”), are and will be fully subject to the terms of any policy regarding repayment, recoupment or clawback of compensation now or hereafter adopted by the U.S. Corporation in response to the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, rulemaking of the Securities and Exchange CommissionCommission or otherwise. Recipient acknowledges and agrees that any such policy will apply to any and all Units or Common Stock, and Award-Equivalent Value in accordance with its terms, whether retroactively or prospectively, and agrees to cooperate fully with the Corporation to facilitate the recovery of any Units or Common Stock and/or Award-Equivalent Value that the Committee determines in its sole discretion is required to be recovered pursuant to the terms of such policy. The obligations of Recipient to make payments or return Common Stock under this Section are independent of any involvement by such Recipient in events that led to the restatement. The provisions of this Section are in addition to, not in lieu of, any remedies that the Corporation may have against any persons whose misconduct caused or contributed to a need to restate the Corporation’s reported results.

Clawback. (a) Notwithstanding anything in the Plan, in this Agreement or any other agreement to the contrary, if as an additional condition of receiving this Award, the Board of Directors of Participant agrees that (i) in the event that the Participant breaches any nonsolicitation, noncompetition or confidentiality agreement entered into with, or while acting on behalf of, the Company or an appropriate any Affiliate, the Committee may (A) cancel the Award, in whole or in part, whether or not vested, and/or (B) require such Participant or former Participant to repay to the Company any gain realized or payment or shares received upon the exercise or payment of, or lapse of restrictions with respect to, such Award (with such gain, payment or shares valued as of the Board determines thatdate of exercise, as a result payment or lapse of fraudrestrictions), misconduct, a restatement and (ii) if any of the Company’s financial statementsstatements are required to be restated due to errors, omissions, fraud, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee may, in its sole discretion (but acting in good faith, direct the “Clawback Policy”) and that the Employee’s rights Company to recover all or a portion of any Award or any past or future compensation from any Participant or former Participant with respect to any fiscal year of the Company for which the financial results are negatively affected by such restatement, including through cancellation of an Award or repayment of any gain realized (with such gain valued as of the date of exercise, payment or lapse of restrictions). Any cancellation or repayment obligation contemplated under this Section 7(a) shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Stock or cash or a combination thereof (with the amount of the repayment obligation determined based upon the Fair Market Value of the shares of Stock on the applicable settlement date, but the number of shares of Stock used to satisfy the repayment obligations determined based on the Fair Market Value of the shares of Stock on the date of repayment), and the Committee may provide for an offset to any other Awards granted future payments owed by the Company or any Affiliate to the Employee shall be subject Participant if necessary to satisfy the Clawback Policyrepayment obligation; provided, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations however, that the Company may have regarding the clawback of “incentive-based compensation” if any such offset is prohibited under Section 10D of the Exchange Actapplicable law, the Xxxx-Xxxxx Xxxx Street Reform Committee shall not permit any offsets and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time may require immediate repayment by the U.S. Securities and Exchange CommissionParticipant.

Clawback. Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this This Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall will be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback certain provisions of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Xxxx-Xxxxx”) and any other compensation clawback or recoupment policy that the Committee has adopted or is required to adopt pursuant to the listing standards of any national securities exchange on which the Company's securities are listed or as is otherwise required by Xxxx Xxxxx or any other applicable rules and regulations promulgated thereunder from time to time law. Grantee acknowledges that the Award or any compensation derived therefrom may be forfeited and/or recouped by the U.S. Securities Company in accordance with any policies and Exchange Commissionprocedures adopted by the Committee in order to comply with Xxxx Xxxxx or other clawback or recoupment policy. Without limitation, the Company may, in its discretion, or shall as required by law, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies, or (v) any combination of these actions. The Company's clawback or recoupment policy may require the Company take such recoupment actions against the Grantee whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to any event or circumstance giving rise to such clawback action. The Company will, to the full extent permitted by law, have the discretion based on the particular facts and circumstances to require that the Grantee reimburse the Company for all or any portion of any Awards if and to the extent the Awards reflected the achievement of financial results that were subsequently the subject of a restatement, or the achievement of other objectives that were subsequently found to be inaccurately measured, and a lower Award would have occurred based upon the restated financial results or accurately measured objectives. The Company may, in its discretion, (i) seek repayment from the Grantee; (ii) reduce the amount that would otherwise be payable to the Grantee under current or future Awards; (iii) withhold future equity grants or salary increases; (iv) pursue other available legal remedies or (v) any combination of these actions. The Company may take such actions against the Grantee, whether or not such Grantee engaged in any misconduct or was otherwise at fault with respect to such restatement or inaccurate measurement.

Clawback. Notwithstanding anything in this Agreement to the contrary, Employee agrees that if the Board of Directors of the Company Employee is or an appropriate Committee of the Board determines that, as becomes a result of fraud, misconduct, a restatement Section 16 executive officer of the Company’s financial statements, or a significant write-off not in the ordinary course event of business affecting any Inaccurate Financial Statement, (i) Employee will return to the Company’s financial statementsCompany on demand all incentive-based compensation payments (whether under this Award, the Plan or otherwise) made to Employee during the 3-year period preceding the date on which the Company is required to prepare an Employee, or former Employee, has received more compensation accounting restatement for such Inaccurate Financial Statement that are in connection with this Award than excess of what would have been paid absent had such incentive-based compensation instead been determined under the fraud, misconduct, writeaccounting restatement ; and (ii) all earned but unpaid incentive-off or incorrect financial statement, based compensation awarded to Employee during the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address 3-year period preceding the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to date on which the Company is required to prepare an accounting restatement for such Inaccurate Financial Statement that is in excess of what would have been earned had such incentive-based compensation instead been determined under the partial accounting restatement shall be forfeited. In addition, Employee agrees to application of any clawback, forfeiture, recoupment, or full fair market value similar requirement required to apply to incentive-based compensation granted to Employee under the policies and procedures of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee Company as may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended adopted from time to time, any current or future applicable law or listing standard or regulatory body requirement. This Agreement The Committee shall in all events have final authority to determine the amount to be subject repaid by Employee and shall have sole and absolute discretion to all rights and obligations that offset required claw-back amounts against any payments due to Employee. An “Inaccurate Financial Statement” is any inaccurate financial statement due to material noncompliance by the Company may have regarding with any financial reporting requirements under the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commissionsecurities laws.

Clawback. Notwithstanding anything If the Employee has committed fraud, embezzlement, a felony or a misdemeanor involving dishonesty, in this Agreement each case that relates to the contraryCompany (“Misconduct”), or if the Company’s financial statements are restated as a result of an audit by a nationally recognized auditing firm and the Employee’s Incentive Bonus, Incentive Pool Plan benefits, or other compensation, employee benefit or vesting was based upon such financial statements, then the Board shall have the right to (i) require reimbursement of Directors any Incentive Bonus or Incentive Pool Plan or other compensation, benefit or award paid to the Employee within two (2) years of any such restatement as a result of such financial statements that were restated (to the extent that the Employee received a larger Incentive Bonus, Incentive Pool Plan payment, or other compensation, benefit or award than he otherwise would have received absent the incorrect financial statements); (ii) reinstatement of risk of forfeiture and vesting schedule of any Incentive Pool Plan award or other compensation, benefit or award that was vested based on such incorrect financial statements (and recoupment of any gains already realized if such awards or benefits were sold, transferred, disposed of, paid out, or otherwise reduced to cash); (iii) require recoupment of any Incentive Bonus or Incentive Pool Plan benefit or other compensation, benefit or award paid within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an appropriate Committee of the Board determines thatAffiliate, as a result of fraud, misconduct, a restatement of the Company’s financial statements, (iv) forfeit any vested or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy unvested Incentive Pool Plan benefits or other written agreement compensation, benefits or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards awards previously granted to the Employee within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate, and/or (v) recoup any gains the Employee has previously realized from any such Incentive Bonus, Incentive Pool Plan benefit, or other compensation, benefit or award within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate,). Nothing contained in this Section 13 shall be subject construed to restrict or otherwise limit the Clawback PolicyCompany’s right to pursue any remedies available at law or in equity. Conversely, as amended from time to time. This Agreement shall if the above-described financial statement restatements would result in all events be subject to all rights and obligations that an increase in the Company may have regarding Employee’s Incentive Bonus or Incentive Pool Plan benefits or vesting, then, in the clawback absence of “incentive-based compensation” under Section 10D of the Exchange Actany Misconduct, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by Board in its reasonable good faith shall redetermine such Incentive Bonus or Incentive Pool Plan benefits or vesting, based on the U.S. Securities and Exchange Commissionrevised financial statements.

Clawback. Notwithstanding anything in this Agreement If Block is required to the contrary, if the Board restate its financial results due for fiscal year 2012 or thereafter while you are Chief Executive Officer of Directors of the Company or an appropriate Committee of the Board determines that, Block to material noncompliance with financial reporting requirements under United States federal securities laws as a result of fraudmisconduct or error (as determined in good faith by the Audit Committee or by the full Board), misconductBlock may (but shall not be required to), a restatement in the good faith discretion of the Company’s financial statements, or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary recoup from you all or appropriate to address the events that gave rise to the fraud, misconduct, writeany portion of any performance-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy based or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted to the Employee shall be subject to the Clawback Policy, as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D , and profits realized from the sale of Shares (each such amounts shall be referred to as an "Award") received as equity compensation by you, the amount of which had been determined in whole or in part upon performance goals relating to the restated financial results, or upon the Fair Market Value of Shares, regardless of whether you engaged in any misconduct or were at fault or responsible in any way for causing the need for the restatement. In such an event, the Company, Block or any Affiliate shall be entitled to recoup up to the amount, if any, by which the Award, or the Fair Market Value of the Exchange ActShares, actually received by you exceeded the Xxxxpayment or Fair Market Value, as applicable, that would have been received based on the restated financial results, and any profits from the sale of Shares transferred pursuant to an Award in excess of the profits that would have been received based on the restated financial results. The Company’s, Block's and each Affiliate's right of recoupment shall apply only if demand for recoupment is made not later than three years following the payment of the applicable Award. Any recoupment shall be made net of any taxes you paid (to the extent such taxes may not be reasonably recovered by you) on the compensation subject to recoupment. You acknowledge that you are aware of the provision of Section 304 of the Xxxxxxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 2002 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. right of the Securities and Exchange Commission.Commission with respect thereto. The following definitions apply for purposes of this paragraph 7(m):

Clawback. Notwithstanding anything If the Employee has committed fraud, embezzlement, a felony or a misdemeanor involving dishonesty, in this Agreement each case that relates to the contraryCompany (“Misconduct”), or if the Company’s financial statements are restated as a result of an audit by a nationally recognized auditing firm and the Employee’s Incentive Bonus, Incentive Pool Plan benefits, or other compensation, employee benefit or vesting was based upon such financial statements, then the Board shall have the right to (i) require reimbursement of Directors any Incentive Bonus or Incentive Pool Plan or other compensation benefit or award paid to the Employee within two (2) years of any such restatement as a result of such financial statements that were restated (to the extent that the Employee received a larger Incentive Bonus, Incentive Pool Plan payment, or other compensation, benefit or award than he otherwise would have received absent the incorrect financial statements); (ii) reinstatement of risk of forfeiture and vesting schedule of any Incentive Pool Plan award or other compensation, benefit or award that was vested based on such incorrect financial statements (and recoupment of any gains already realized if such awards or benefits were sold, transferred, disposed of, paid out, or otherwise reduced to cash); (iii) require recoupment of any Incentive Bonus or Incentive Pool Plan benefit or other compensation, benefit or award paid within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement of the Company’s financial statements, Affiliate; (iv) forfeit any vested or a significant write-off not in the ordinary course of business affecting the Company’s financial statements, an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value of the Award determined at the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy unvested Incentive Pool Plan benefits or other written agreement compensation, benefits or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule of any securities exchange or market on which shares of Common Stock are listed or admitted for trading, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards awards previously granted to the Employee within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate); and/or (v) recoup any gains the Employee has previously realized from any such Incentive Bonus, Incentive Pool Plan benefit, or other compensation, benefit or award within two (2) years of any such Misconduct (but only to the extent such Misconduct resulted in an excess benefit or unjust enrichment to the Employee or resulted in damages or costs and expenses to the Company or an Affiliate. Nothing contained in this Section 13 shall be subject construed to restrict or otherwise limit the Clawback PolicyCompany’s right to pursue any remedies available at law or in equity. Conversely, as amended from time to time. This Agreement shall if the above-described financial statement restatements would result in all events be subject to all rights and obligations that an increase in the Company may have regarding Employee’s Incentive Bonus or Incentive Pool Plan benefits or vesting, then, in the clawback absence of “incentive-based compensation” under Section 10D of the Exchange Actany Misconduct, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by Board in its reasonable good faith shall redetermine such Incentive Bonus or Incentive Pool Plan benefits or vesting, based on the U.S. Securities and Exchange Commissionrevised financial statements.

Clawback. Notwithstanding anything in this Agreement Pursuant to Section 11.7 of the Plan, every Award issued pursuant to the contrary, if Plan is subject to potential forfeiture or “clawback” to the Board of Directors of the Company fullest extent called for by applicable federal or an appropriate Committee of the Board determines that, as a result of fraud, misconduct, a restatement state law or any policy of the Company’s financial statements. By accepting this Award, Optionee agrees to be bound by, and comply with, the terms of any such forfeiture or a significant write“clawback” provision imposed by applicable federal or state law or prescribed by any policy of the Company. MANY OF THE PROVISION OF THIS AWARD AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN PROVISIONS SHALL CONTROL. EXHIBIT A NOTICE AND AGREEMENT OF EXERCISE OF NON-off not QUALIFIED STOCK OPTION AWARD UNDER THE 2020 EQUITY INCENTIVE PLAN I hereby exercise my Fortitude Gold Corporation Stock Option granted pursuant to that Non-Qualified Stock Option Award Agreement dated ______ (the “Agreement”) as to _______________ shares of Fortitude Gold Corporation Common Stock (the “Option Shares”). Enclosed are the documents and payment specified in Paragraphs 5 and 8 of the Agreement. I understand that no Option Shares will be issued unless and until, in the ordinary course opinion of business affecting Fortitude Gold Corporation (the Company’s financial statements“Corporation”), an Employee, or former Employee, has received more compensation in connection with this Award than would have been paid absent the fraud, misconduct, write-off or incorrect financial statement, the Board or Committee, in its discretion, shall take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the fraud, misconduct, write-off or restatement and to prevent its recurrence. Such action may include, to the extent permitted by any applicable law, causing the partial or full cancellation of this Award and, with respect to RSUs that have vested, requiring the Employee to repay to the Company the partial or full fair market value registration requirements of the Award determined at Securities Act of 1933, as amended (the time of vesting. The Employee agrees by accepting this Award that the Board or Committee may make such a cancellation“Act”), impose such a repayment obligation, or take other necessary or appropriate action in such circumstances. In consideration for the Award, the Employee acknowledges and agrees that Employee is subject to any clawback or recoupment policy or other written agreement or arrangement the Company may have now or in the future with the Employee to the extent required by applicable law or rule listing requirements of any securities exchange or market on which shares stock of Common Stock are listed or admitted for tradingthe same class is then listed, as determined by the Committee in its sole discretion (the “Clawback Policy”) and that the Employee’s rights with respect to the Award and any other Awards granted requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery, shall have been fully complied with. I hereby acknowledge, represent, warrant and agree, to and with the Employee shall be subject to the Clawback Policy, Corporation as amended from time to time. This Agreement shall in all events be subject to all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.follows: