Cancellation or Suspension. Notwithstanding any other terms of the Plan (other than [Section 7(h)]), an Award Agreement or a Grant, the Committee or an appropriately delegated person or persons, in its or their sole discretion, shall have full power and authority to determine whether, to what extent and under what circumstances any Grant or any portion thereof shall be cancelled or suspended and may cancel or suspend any Grant or any portion thereof. In particular, but without limitation, all or any portion of an outstanding Grant to any Eligible Person may be canceled or suspended if the Eligible Person # in the sole discretion of the Committee or any appropriately delegated person or persons, materially breaches # any duties of the Eligible Person's employment (whether express or implied), including without limitation the Eligible Person's duties of fidelity, good faith and exclusive service, # any general terms and conditions of the Eligible Person's employment such as an employee handbook or guidelines, # any policies and procedures of the Company, a Participating Company or a Subsidiary applicable to the Eligible Person, or # any other agreement regarding an Eligible Person's employment with the Company, a Participating Company or a Subsidiary, or # without the consent of the Committee or any appropriately delegated person or persons (which consent may be granted or denied in the sole discretion of the Committee or such person or persons), while employed by, or providing services to, the Company, a Participating Company or a Subsidiary or after a Termination of Service, becomes associated with, employed by, renders services to, or owns any interest in (other than any nonsubstantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion), any business that is in competition with the Company, a Participating Company or a Subsidiary or with any business in which the Company, a Participating Company or a Subsidiary has a substantial interest, as determined by the Committee or any appropriately delegated person or persons in its or their sole discretion

Cancellation of Award. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that the Award shall be canceled if the Participant, without the consent of the Company, while employed by the Company or

Cancellation of Award. Notwithstanding anything to the contrary contained herein, all outstanding Awards granted to any Participant shall be canceled if the Participant, without the consent of the Company, while employed by the Company or any Subsidiary or after termination of such employment or service, establishes a relationship with a competitor of the Company or any Subsidiary or engages in activity that is in conflict with or adverse to the interest of the Company or any Subsidiary, as determined by the Committee in its sole discretion. The Committee may provide in an Award Agreement that if within the time period specified in the Agreement the Participant establishes a relationship with a competitor or engages in an activity referred to in the preceding sentence, the Participant will forfeit any gain realized on the vesting or exercise of the Award and must repay such gain to the Company.

Cancellation of Awards. Notwithstanding the preceding, this Section 2 shall not limit the right of the Company to cancel any awards in connection with a corporate transaction pursuant to the terms of PulteGroup’s stock incentive plans.

Cancellation of Performance Awards. On the date set forth in the Award Agreement, all unearned or unvested Performance Awards will be forfeited to the Company, and again will be available for grant under the Plan.

Cancellation of the Notes. The Company and the Holder agree that, upon issuance of the Series A Preferred Stock, the Note Transaction Documents shall be cancelled in full and of no further force or effect and will destroy all certificates and/or documents with the Company’s original signature evidencing the Note Transaction Documents. The Holder agrees that, upon issuance and delivery by the Company of the Series A Preferred Stock, all executory and other provisions of the Note Transaction Documents (including all agreements and documents relating to any amendments and exchanges thereto) shall be deemed cancelled in full and of no further force or effect with respect to the Company or the Holder. Additionally, simultaneously with the issuance and delivery by the Company of the Series A Preferred Stock, the Holder, or in the alternative the Company, shall cause the filing of UCC-3’s to terminate all of the UCC-1’s filed pursuant to the Note Transaction Documents.

Cancellation; Payment of Expenses. Upon the surrender of this Warrant in connection with any transfer, exchange, or replacement as provided in this Paragraph 7, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes (other than securities transfer taxes) and all other expenses (other than legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation, execution, and delivery of Warrants pursuant to this Paragraph 7.

PERFORMANCE-BASED CANCELLATION PROVISION. In order to appropriately balance risk and reward, unpaid Restricted Stock Units (and any related dividend equivalents) may be canceled if a loss occurs outside of the ordinary course of business. For [[Bank of America:Organization]] or a line of business, a “loss” means a pre-tax loss for a fiscal year (as determined under U.S. generally accepted accounting principles in effect as of the close of such fiscal year). A loss in the “ordinary course of business” means a loss resulting from a planned winding down of a business or legacy position. A loss outside of the ordinary course includes (without limitation) losses such as those resulting from risk or compliance violations, deliberate or grossly negligent failures to perform your job duties, or any loss that materially impairs [[Bank of America:Organization]]’s solvency, liquidity, or capital distribution plans. If a loss outside of the ordinary course of business occurs:

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.

Cancellation upon Payment in Full. Upon AIP’s receipt of the full payment of this Note, AIP shall write on the face of each page of this Note the following “Note Cancelled/Released, Paid in full on (the date of payment)” and signature of an authorized representative of AIP. AIP shall send the original cancelled Note to Company within five days of AIP’s receipt of final payment of the Note. Upon full payment of the note the conditions of 2(a) and 2(b) still remain and may come at some point in the future.