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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. The Award RSUs areClawback/Recovery. If the Participant is now or is hereafter subject to any written clawback policiespolicy that the Company, with the approval of the Board, may adopt. AnyCompany has adopted, including any such policy may subjectcontained in the Award RSUsEmployee Agreement for Equity Recipients (attached to reduction, cancelation, forfeiturethis Award) and any policy that it is required to adopt pursuant to listing standards of any national securities exchange or recoupment if certain specified events or wrongful conduct occur, including, but not limited to, an accounting restatement due toassociation on which the Company’s material noncompliance with financial reporting regulationssecurities are listed or other events or wrongful conduct specified in any such clawback policy adopted to conform toas is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules promulgated thereunder byor other Applicable Law, the Securities and Exchange Commission, and that the Company determines should applyPerformance RSUs will be subject to the Award RSUs.recoupment in accordance with such clawback policy.

Clawback. The Award RSUsRestricted Stock Units granted hereunder are subject to any written clawback policies that the Company, with the approval of the Board,Board or an authorized committee thereof, may adopt. Any such policy may subjectadopt either prior to or following 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 inDate of Grant, including any such clawback policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010,2010 and rules promulgated thereunder by the Securities and Exchange Commission,SEC and that the Company determines should apply to the Award. Any such policy may subject your Award RSUs.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.

Clawback.Award Subject to Company Clawback or Recoupment. The Award RSUs areRSUs, including the Shares underlying the RSUs, shall be 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 eventspursuant to any compensation clawback 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 clawbackrecoupment policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules promulgated thereunder by the SecuritiesBoard 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 Exchange Commission,the recoupment of any gains realized with respect to Participant’s RSUs and that the Company determines should apply toShares underlying the Award RSUs.

Clawback. The AwardAny 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 writtenIncentive 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 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.may adopt or implement.

Clawback. The AwardAny 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 written clawback policiesIncentive Compensation Clawback Policy that may be adopted or implemented by the Company, withCompany and in effect from time to time on or after the approvaldate 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 Board, may adopt. Any such policy may subjecttype contemplated by Section 10D of the Award RSUs to reduction, cancelation, forfeitureSecurities Exchange Act, any rules 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, andCommission 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 determines shouldmay adopt or implement. Until the Company adopts such an Incentive Compensation Clawback Policy, the following clawback provision shall apply to the Award RSUs.RSUs and all other performance-based Awards granted to You under the Plan:

Clawback. The AwardAny 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 written clawback policiesIncentive Compensation Clawback Policy that may be adopted or implemented by the Company, withCompany and in effect from time to time on or after the approvaldate 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 Board, may adopt. Any such policy may subjecttype contemplated by Section 10D of the Award RSUs to reduction, cancelation, forfeitureSecurities Exchange Act, any rules 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, andCommission 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 determines should apply to the Award RSUs.may adopt or implement.

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