Adjustments; Clawback. The Participant acknowledges that the Phantom Units are subject to modification and forfeiture in certain events as provided in this Agreement and Section 7 of the Plan. The Participant further acknowledges that the Phantom Units, DERs and Units issuable hereunder, whether vested or unvested and whether or not previously issued, are subject to clawback as provided in [Section 8(o)] of the Plan.

Adjustments; Clawback. The Participant acknowledges that the Award is subject to modification and termination in certain events as provided in this Agreement and Section 7 of the Plan. The Participant further acknowledges that the Award and any payments made hereunder shall be subject to the provisions of any clawback policy that may be adopted as provided in [Section 8(o)] of the Plan.

Clawback. Notwithstanding any provision in this Agreement, the Grant Notice or the Plan to the contrary, to the extent required by # applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or # any policy that may be adopted or amended by the Board from time to time, all amounts paid hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy.

Clawback. Executive agrees that any incentive compensation (as determined by the Company) that Executive receives from the Company or any Affiliate pursuant to this Agreement or otherwise is subject to repayment to (i.e., clawback or recoupment) the Company or any Affiliate as required by federal law and on such basis as the Company determines. Except where offset of, or recoupment from, compensation covered by Code [Section 409A] (as defined in Section 21) is prohibited by Code [Section 409A], to the extent allowed by law and as determined by the Company, Executive agrees that such repayment may, in the discretion of the Company, be accomplished by withholding of future compensation to be paid to Executive by the Company or any Affiliate. Any recovery of compensation covered by Code [Section 409A] shall be implemented in a manner which complies with Code [Section 409A].

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to Executive 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 such deductions and clawback but only to the extent required by such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement). With respect to any potential clawback or recovery effected or subject to a determination by the Board, the Board will make its determination for clawback or recovery in good faith, upon advice of counsel, and in accordance with any applicable law or regulation, and to the extent permitted by law, only after # providing Executive prior written notice of the deliberation of such potential clawback or recovery and # providing Executive (and his counsel) an opportunity to present to the Board all relevant information related to such determination.

Clawback. In addition to any compensation recovery (clawback) which may be required by law and regulation, you acknowledge and agree that any compensation paid or awarded to you in connection with your employment with the Company shall be subject to any clawback requirements as set forth in the Company’s corporate governance guidelines or policies and to any similar or successor provisions as may be in effect from time to time; provided, that such requirements shall not be applied in a manner that discriminates against you unless otherwise required by law or regulation. This [Section 14] will survive any termination or expiration of this Agreement or termination of your employment.

Clawback. The Company may # cause the cancellation of the PSUs, # require reimbursement of any benefit conferred under the PSUs to the Recipient or Beneficiary, and # effect any other right of recoupment of equity or other compensation provided under the Plan or otherwise, or otherwise in accordance with any Company policies that currently exist or that may from time to time be adopted or modified in the future by the Company and/or applicable law (each, a “Clawback Policy”). In addition, the Recipient may be required to repay to the Company certain previously paid compensation, whether provided under the Plan or otherwise, or an Award Agreement or otherwise, in accordance with any Clawback Policy. By accepting this Award, the Recipient agrees to be bound by any existing or future Clawback Policy adopted by the Company, or any amendments that may from time to time be made to the Clawback Policy in the future by the Company in its discretion (including without limitation any Clawback Policy adopted or amended to comply with applicable laws or stock exchange requirements) and further agrees that all of the Recipient’s Award Agreements may be unilaterally amended by the Company, without the Recipient’s consent, to the extent that the Company in its discretion determines to be necessary or appropriate to comply with any Clawback Policy.

Clawback. The Restricted Stock and the Shares issued upon vesting of the Restricted Stock will be subject to such clawback provisions as may be required to be made pursuant to any applicable law, government regulation or stock exchange listing requirement, or other applicable Company policy.

Clawback. The Option is subject to mandatory repayment by the Optionee to the Company to the extent the Optionee is or in the future become subject to any Company “clawback” or recoupment policy or Applicable Laws that require the repayment by the Optionee to the Company of compensation paid to the Optionee in the event that the Optionee fails to comply with, or violates, the terms or requirements of such policy or Applicable Laws.

Clawback. To the extent required by law or Company policy, the Company may require Executive to repay to the Company any bonus or other incentive-based or equity-based compensation paid to Executive.