Cancellation or Clawback of Awards. In consideration of the grant of this Award to you, you agree that this Award is subject to any Clawback Policies the Company has in place or may adopt from time to time, pursuant to which the Committee may, to the extent permitted by applicable law or the Clawback Policies, and will, to the extent required by applicable law, cancel or require recovery, repayment or clawback of this Award (whether or not vested) or any payments, Shares delivered, or gain therefrom (if so provided under the applicable Clawback Policy) upon vesting, exercise, or settlement of this Award or sale of Shares underlying this Award. In consideration of the grant of this Award to you, you further agree that [Section 22.1] of the Plan applies to you and this Award.

Cancellation and Recoupment of Awards. Bonuses and any payments therefor are subject to the Company’s Recoupment Policy, as it may be amended from time to time. Bonuses may be cancelled without payment and/or a demand for repayment of any gains realized from Bonuses may be made upon a Participant pursuant to the Company’s Recoupment Policy on the basis of any circumstances described therein.

Re-employment. Employee agrees and understands that he/she will not seek re-employment with the Company, and that this Agreement shall act as a complete bar to any claim of entitlement to employment or re-employment by the Company.

Re-measurement. Upon written request from Tenant received by Landlord within thirty (30) days after the Lease Commencement Date, Landlord shall provide Tenant with a copy of Landlord’s architect’s calculations of the measurement of the Premises and the Commercial/Garage Unit in accordance with the measurement standard set forth in [Section 25.18] of the Lease (“Landlord’s Calculation”). Tenant shall have the right, at Tenant’s sole cost and expense, to have Landlord’s Calculation confirmed (by a licensed architect selected by Tenant) in accordance with the measurement standard set forth in said [Section 25.18]. In the event that the measurement determined by Tenant’s architect (“Tenant’s Calculation”) differs by no more than two percent (2%) (higher or lower) from Landlord’s Calculation, then Landlord’s Calculation shall control. In the event that Tenant’s Calculation differs from Landlord’s Calculation by more than two percent (2%) (higher or lower), then Tenant shall give Landlord written notice thereof (together with a copy of Tenant’s Calculation documentation) not later than thirty (30) days following Tenant’s receipt of Landlord’s Calculation, and Landlord and Tenant, in coordination with their respective architects shall endeavor in good faith to resolve the discrepancy. If Landlord and Tenant are not able to resolve such discrepancy, then Landlord and Tenant (in coordination with their respective architects) shall jointly appoint an independent architect within ten (10) days following a written notice requesting same from either Landlord or Tenant to the other, to resolve such discrepancy. The determination of such independent architect shall be binding on both Landlord and Tenant. If such independent architect determines that the rentable area differs by no more than two percent (2%) (higher or lower) from Landlord’s Calculation, then the fees of such independent architect shall be borne solely by Tenant; otherwise the fees of such independent architect shall be split 50/50. Upon confirmation of the measurement pursuant to this Section 1 of this Rider 2, by the parties or by the independent architect as applicable, Landlord and Tenant shall promptly enter into an amendment to this Lease modifying such rentable area of the Premises, the Base Rent set forth in [Section 1.9] of the Lease, and all other terms of this Lease that vary by measurement.

cancellation of equity awards other than those described in [clause (i) above] that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G, in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first);

Grant of Cash Awards. Subject to the terms and provisions of the Plan, the Administrator may, at any time, grant Cash Awards to Service Providers in respect of such amounts or units as the Administrator, in its sole discretion, determines.

Grant of Restricted Awards. The Committee may make grants of Restricted Stock and/or Restricted Stock Units to Participants. Each Restricted Award shall be evidenced by an Award Agreement setting forth the number of shares of Restricted Stock or number of Restricted Stock Units granted and the terms and conditions to which the Restricted Award is subject. Restricted Awards may be granted by the Committee in its discretion with or without cash consideration.

SHARE CANCELLATION. Immediately prior to the Effective Time, and contingent upon the consummation of the Merger, all of the 9,950,000 shares of common stock of [[Organization A:Organization]] in [[Star Vending:Organization]] shall be cancelled in exchange for and in consideration of the rights acquired by [[Organization A:Organization]] in the Agreement and Plan of Merger through this Agreement, and such shares shall be of no further force and effect.

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

Quebec Re-conveyance. On the Final Payout Date, the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall automatically and without the requirement for any instrument of assignment or other document, on such day re-convey to the SPV the universality of all Quebec Assets arising on the Final Payout Date or thereafter (and excluding, for greater certainty, the universality of all Quebec Assets arising or existing at any time before the Final Payout Date), together with all rights, remedies, powers and privileges with respect to such Quebec Assets. Such re-conveyance by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), to the SPV shall be effected without any representation or warranty (express, implied, legal, statutory or otherwise) except for the warranty by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), that the re-conveyed assets are not subject to any lien created by or through the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable). The Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall, at the SPV’s expense, promptly execute and deliver all instruments and documents and take all other actions that may be reasonably necessary or advisable and that the SPV may reasonably request in order to give effect to such re-conveyance, and to perfect and render same opposable to third persons under applicable laws.