Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee is, or in the future becomes, subject to # any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or # any law, rule or regulation which imposes mandatory recoupment under circumstances set forth in such law, rule or regulation.

Recoupment. Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to # any Company “clawback,” recoupment or compensation recovery policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or # any law, rule or regulation which imposes mandatory recoupment under circumstances set forth in such law, rule or regulation.

Section # Repayment. Any Award granted pursuant to the Plan or payment with respect thereto shall be subject to mandatory forfeiture and repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to # any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or # any law, rule or regulation (a “Law”) which imposes mandatory recoupment under circumstances set forth in such Law, provided the “clawback” or recoupment policy or Law requires forfeiture or repayment of the Award or payment with respect thereto.

Any award granted pursuant to this Plan shall be subject to mandatory repayment by the participant to the Company to the extent that such participant is, or in the future becomes, subject to # any “clawback” or recoupment policy adopted by the Company or any Affiliate thereof to comply with the requirements of any applicable laws, rules or regulations, including pursuant to final rules adopted by the SEC and/or the New York Stock Exchange pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or otherwise, as such policy may be amended from time to time, or # any applicable laws which impose mandatory recoupment, under circumstances set forth in such applicable laws, including the Sarbanes-Oxley Act of 2002. The Company may utilize any method of recovery specified in its policies in connection with any award recoupment pursuant to the terms of its policies.

Recoupment. This Award shall be subject to mandatory repayment by the Grantee to the Company pursuant to the terms of any applicable Company “clawback” or recoupment policy.

Award Subject to Clawback or Recoupment. Pursuant to [Section 13] of the Plan, the Grantee acknowledges that the Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Company or required by law that is applicable to the Grantee. In addition to any other remedies available under such policy, applicable law may require the cancellation of the Grantee’s Award (whether vested or unvested) and the recoupment of any gains realized with respect to the Grantee’s Award.

The Awards granted under the Plan are subject to the terms of any Company recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law and any other policy of the Company that applies to Awards, as they may be in effect from time to time.

Any Awards granted pursuant to this Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to any recoupment or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation or listing standards to, the Company from time to time.