Clawback. The Award RSUs are subject to any written clawback policies that the Company, with the approval of the Board, may adopt. Any such policy may subject the Award RSUs to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including, but not limited to, an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules promulgated thereunder by the Securities and Exchange Commission, and that the Company determines should apply to the Award RSUs.

Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted, including any such policy contained in the Employee Agreement for Equity Recipients (attached to this Award) and any policy that it is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.

Clawback. The Restricted Stock Units granted hereunder are subject to any written clawback policies that the Company, with the approval of the Board or an authorized committee thereof, may adopt either prior to or following the Date of Grant, including any policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the SEC and that the Company determines should apply to the Award. Any such policy may subject your Award and amounts paid or realized with respect to the Award to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur as specified in any such clawback policy.

Award Subject to Company Clawback or Recoupment. The RSUs, including the Shares underlying the RSUs, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s Service that is applicable to Participant. In addition to any other remedies available under such policy, applicable law may require the cancellation of Participant’s RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to Participant’s RSUs and the Shares underlying the RSUs.

Clawback. Any RSUs You are granted hereunder and/or Shares You receive in settlement of such RSUs, in addition to all other Awards granted to You under the Plan and/or Shares or cash You receive in settlement of such Awards, shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of this Certificate, the term “Incentive Compensation Clawback Policy” means and includes any clawback or recoupment policy that the Company may adopt or implement.

Clawback. Any RSUs You are granted hereunder and/or Shares You receive in settlement of such RSUs, in addition to all other Awards granted to You under the Plan and/or Shares or cash You receive in settlement of such Awards, shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of this Certificate, the term “Incentive Compensation Clawback Policy” means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company as well as any other clawback or recoupment policy that the Company may adopt or implement. Until the Company adopts such an Incentive Compensation Clawback Policy, the following clawback provision shall apply to the RSUs and all other performance-based Awards granted to You under the Plan:

Clawback. Any RSUs You are granted hereunder and/or Shares You receive in settlement of such RSUs, in addition to all other Awards granted to You under the Plan and/or Shares or cash You receive in settlement of such Awards, shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive Compensation Clawback Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and You shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of this Certificate, the term “Incentive Compensation Clawback Policy” means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company as well as any other clawback or recoupment policy that the Company may adopt or implement.