Recoupment. This Agreement will be administered in compliance with Section 10D of the Exchange Act, and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded. In its discretion (including the discretion provided to the Committee pursuant to the proviso included in Section 1 hereof), the Committee may require repayment to the ​ (or forfeiture, as applicable) of all or any portion of the Long-Term Incentive Award (a) (i) if the amount paid was calculated based upon the achievement of performance objectives (as described in the Statement of Performance Goal) that were subsequently affected as a result of a restatement of the ​’s statutory financial statements and # the amount payable to the Grantee would have been lower than the amount actually paid to the Grantee, # in the event of a restatement of the ​'s financial statements filed with the Securities and Exchange Commission, or # if the Grantee engages in Detrimental Activity. The discretionary authority of the Committee under [clauses (a) and (b) of this Section 12] is not conditioned on the Grantee having engaged in misconduct that caused or contributed to the need for any such restatement. This Section 12 is not the ​’s exclusive remedy with respect to such matters. Notwithstanding anything in this Agreement to the contrary, the Grantee acknowledges and agrees that this Agreement and the award described herein are subject to the terms and conditions of the ​’s clawback policy (if any) as may be in effect from time to time, including specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Common Shares may be traded).

Section # Recoupment. The Plan will be administered in compliance with Section 10D of the Act, any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Shares may be traded, and any Company policy adopted pursuant to such law, rules, or regulations. In its discretion, moreover, the Committee may require repayment to the Company of all or any portion of any Award if the amount of the Award was calculated based upon the achievement of certain financial results that were subsequently the subject of a restatement of the Company’s financial statements, the Participant engaged in misconduct that caused or contributed to the need for the restatement of the financial statements, and the amount payable to the Participant would have been lower than the amount actually paid to the Participant had the financial results been properly reported. This Section 16.13 will not be the Company’s exclusive remedy with respect to such matters.