Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either # during employment or other service with the Company or a Subsidiary, or # within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any shares of Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the shares of Common Stock may be traded.

In the event that, as determined by the Compensation Committee, Employee shall engage in Detrimental Activity during employment with the Company or a Subsidiary, the RSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement.

If the Board or the Compensation Committee determines that you engaged in any Detrimental Activity, then, promptly upon receiving notice of the Board's or the Compensation Committee's finding, you shall: # forfeit all rights under this Agreement to the extent it remains outstanding; # return to Gentex all RSUs and Shares acquired pursuant to this Agreement to the extent then still held by or for you; # with respect to any Shares acquired pursuant to this Agreement that are no longer held by or for you, pay to Gentex the Market Value Per Share of such Shares on the date acquired.

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following the later of your termination of employment or service or the grant of the Stock, the Committee may direct that all Stock hereunder (including any dividends credited thereupon) shall be immediately forfeited to the Company and that you shall pay over to the Company an amount equal to the amount realized upon the Grant Date of the Stock or any dividends paid in connection therewith.

If a grantee terminates before normal retirement time, other than by reason of death, all outstanding awards of the grantee under this Program (including bonuses, bonus units, IEBUs, and other awards not yet paid or settled) will automatically expire and be forfeited as of the date of

Definition of “Detrimental Activity.” For purposes of this Agreement, “detrimental activity” means activity that is determined by the Committee in its sole discretion to be detrimental to the interests of the Company or any of its subsidiaries, including but not limited to situations where the Key Employee # divulges trade secrets of the Company, proprietary data or other confidential information relating to the Company or to the business of the Company or any subsidiaries, # enters into employment with a competitor under circumstances suggesting that the Key Employee will be using confidential information of the Company to compete with the Company, # uses the Company’s confidential or proprietary information obtained during the course of his or her prior employment with the Company for his or her own purposes, such as for the solicitation of business and competition with the Company, # is determined to have engaged (whether or not prior to termination of employment) in either gross misconduct or criminal activity harmful to the Company, # takes any action that materially harms the business interests, reputation or goodwill of the Company and/or its subsidiaries or # fails to comply with lawful instruction of the board and in any such case the act or failure to act shall have been determined by the board to be materially harmful to the company, financially or otherwise.

Recapture. If, after the Commencement Date, Master Landlord has a right to recapture under Section 22.5 of the Master Lease and does actually recapture the Premises, then Sublandlord may terminate this Sublease, without liability, upon written notice to Subtenant and upon termination shall promptly return any sums prepaid by Subtenant in Rent or Additional Rent on a pro-rata basis from the date of termination to the Expiration Date. Sublandlord shall immediately give Subtenant written notice of any attempt by the Master Landlord to exercise its right to recapture. Upon receiving such notice, Subtenant will be free to contact the Master Landlord to discuss a direct leasing arrangement within the Premises.

For purposes of this Section 16, the term “Detrimental Activity” shall include:

Usury Recapture. In the event the rate of interest chargeable under this Agreement at any time (calculated after giving effect to all items charged which constitute “interest” under applicable Legal Requirements, including fees and margin amounts, if applicable) is greater than the Maximum Rate, the unpaid principal amount of the Loans shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Loans equals the amount of interest which would have been paid or accrued on the Loans if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Loans, the total amount of interest paid or accrued under the terms of this Agreement and the Loans is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable Legal Requirements, pay the Administrative Agent for the account of [[Organization B:Organization]] an amount equal to the difference between # the lesser of # the amount of interest which would have been charged on its Loans if the Maximum Rate had, at all times, been in effect and # the amount of interest which would have accrued on its Loans if the rates of interest set forth in this Agreement had at all times been in effect and # the amount of interest actually paid under this Agreement on its Loans. In the event [[Organization B:Organization]] ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Loans, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower. In determining whether the interest contracted for, charged, or received by a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Legal Requirements, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Termination; Recapture. Notwithstanding anything to the contrary herein, Subtenant acknowledges that, under the Master Lease, Master Landlord, and as tenant under the Master Lease and sublandlord under this Sublease, Sublandlord, have certain termination and recapture rights, including, without limitation, in [Sections 11, 13 and 14.4]. Nothing herein shall prohibit Master Landlord or Sublandlord from exercising any such rights and neither Master Landlord nor Sublandlord (except to the extent due to a violation of this Sublease) shall have any liability to Subtenant as a result thereof.

Forfeiture. In addition to any other remedies available to the Company and its Affiliates, you agree that if the Company reasonably determines you have engaged in any activity that is detrimental to the interests of the Company or any Affiliate (a “Detrimental Activity”), or that you are likely to engage in a Detrimental Activity, then the Company shall have the sole discretion to suspend your ability to exercise the Option, up to and including cancellation of the Option. The Company shall additionally have the sole discretion to suspend your ability to exercise the Option while it is undertaking reasonable efforts to make such a determination. Detrimental Activities include, but are not limited to:

In the event that the Company determines, in its sole and absolute discretion, that a Participant engaged in Detrimental Conduct, the Company may, in its sole and absolute discretion, # terminate such Participant’s participation in the Plan and/or # send a notice of recapture (a “Recapture Notice”) to such Participant in respect of any Final Award or Final Awards previously paid to such Participant, in which event the Participant shall within ten days after receiving such Recapture Notice from the Company deliver to the Company an amount in cash equal to the gross cash payment or payments to which such Recapture Notice relates.

Detrimental Conduct. Any RSUs and any Dividend Equivalents granted pursuant to this Agreement and the Plan are intended to align the Grantee’s long-term interests with the long-term interests of the Company. If the Company determines that the Grantee has # engaged in willful fraud that causes harm to the Company or any of its Subsidiaries or that is intended to manipulate the Performance Goals, either during employment with the Company or after such employment terminates for any reason or # violated the provisions of a non-competition agreement (any such act shall be referred to as “Detrimental Conduct”), the Grantee shall be deemed to have acted contrary to the long-term interests of the Company. Accordingly, the following rules shall apply:

Detrimental Conduct. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

Detrimental Conduct. The Committee may, in its sole discretion, require a Covered Executive or Other Executive who has engaged in Detrimental Conduct to repay to the Company any Incentive Compensation Received by such Covered Executive or Other Executive during the Recovery Period (or, in the case of any Incentive Compensation that has not yet been paid or settled, the Company may cancel all or any portion of such Incentive Compensation).

With respect to Executive Employees of the Company or a Designated Employer, detrimental activity, or the activity otherwise described in clause 7(f)(ii), may occur at any time prior to vesting of the employee’s outstanding awards.

Allegations of Activity. If an allegation of Detrimental Activity by the Key Employee is made to the Committee, then the Committee may suspend the Key Employee’s rights in respect of the Grant to permit the investigation of such allegation.