Clawback. The Participant acknowledges, understands and agrees, with respect to any shares of Common Stock delivered to the Participant (or registered in the Participant’s name) pursuant to this Agreement, that such shares of Common Stock shall be subject to recovery by the Company, and the Participant shall be required to repay such compensation or shares of Common Stock, in accordance with the Company’s Claw-Back Policy, as in effect from time to time. The Participant further acknowledges, understands, and agrees that the Board retains the right to modify the Company’s Claw-Back Policy at any time.

Clawback. This Agreement, and any payment in the form of cash or shares of Common Stock made pursuant to this Agreement, is expressly subject to any “Clawback Policy” as may be adopted by the Company or its designee from time to time or any other recoupment required by law.