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Forfeiture upon Engaging in Detrimental Activities. If, at any time within the twelve (12) months after # Participant exercises any portion of the Options; or # the effective date of any termination of Participant’s service as a Director of Company for any reason, Participant engages in, or is determined by the Committee in its sole discretion to have engaged in, any # material breach of any non-competition, non-solicitation, non-disclosure or settlement or release covenant or agreement with Company or any Subsidiary, or # activities during the course of Participant’s service as a Director with Company or any Subsidiary constituting fraud, embezzlement, theft or dishonesty; or # activity that is otherwise in conflict with, or adverse or detrimental to the interests of Company or any Subsidiary, then # the Options shall terminate effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement, and # the amount of any gain realized by Participant from exercising all or a portion of the Options at any time following the date that Participant engaged in any such activity or conduct, as determined as of the time of exercise, shall be forfeited by Participant and shall be paid by Participant to Company, and recoverable by Company, within sixty (60) days following such termination date of the Options. For purposes of the foregoing, the following will be deemed to be activities in conflict with or adverse or detrimental to the interests of Company or any Subsidiary: # Participant’s conviction of, or pleading guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony, the underlying events of which related to Participant’s service as a Director of Company; # knowingly engaged or aided in any act or transaction by Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against Company or any Subsidiary; or # misconduct during the course of Participant’s service as a Director of Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s service as a Director of Company or any Subsidiary.

Forfeiture upon Engaging in Detrimental Activities. If, at any time while any Restricted Shares remain subject to the Forfeiture Restrictions or within the twelve (12) months after # Participant exercisesthe Forfeiture Restrictions lapse as to any portion of the Options;Restricted Shares; or # the effective date of any termination of Participant’s service as a Director ofemployment by Company or by Participant for any reason, Participant engages in, or is determined by the Committee in its sole discretion to have engaged in, any # material breach of any non-competition, non-solicitation, non-disclosure or settlement or release covenant or agreement with Company or any Subsidiary, orSubsidiary; # activities during the course of Participant’s service as a Directoremployment with Company or any Subsidiary constituting fraud, embezzlement, theft or dishonesty; or # activity that is otherwise in conflict with, or adverse or detrimental to the interests of Company or any Subsidiary, then # the OptionsRestricted Shares still subject to Forfeiture Restrictions shall terminatebe forfeited effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement,Agreement; # Restricted Shares for which the Forfeiture Restrictions have lapsed but that are still in the possession of or control of Participant shall be forfeited and returned to Company effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement; and # the amount of any gainproceeds realized by Participant from exercising allany sale or a portionother transfer of Restricted Shares as to which the Options at any time following the date that Participant engaged in any such activity or conduct, as determined as of the time of exercise,Forfeiture Restrictions had lapsed shall be forfeited by Participant and shall be paid by Participant to Company, and recoverable by Company, within sixty (60) days following such termination date of the Options. For purposes of the foregoing, the following will be deemed to be activities in conflict with or adverse or detrimental to the interests of Company or any Subsidiary: # Participant’s conviction of, or pleading guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony, the underlying events of which related to Participant’s service as a Director ofemployment with Company; # knowingly engaged or aided in any act or transaction by Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against Company or any Subsidiary; or # misconduct during the course of Participant’s service as a Director ofemployment by Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s service as a Director ofemployment by Company or any Subsidiary.

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