Detrimental Conduct. Any Options granted pursuant to this Agreement and the Plan are intended to align the Optionee’s long-term interests with the long-term interests of the Company. If the Company determines that the Optionee has # engaged in willful fraud that causes harm to the Company or any of its Subsidiaries, 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, “Detrimental Conduct”) the Optionee 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 the Restricted Stock Units remain payable, you will not engage in Detrimental Conduct.

(h) “Detrimental activity” of a Grantee means, with respect to the Grantee’s retention of outstanding awards under this Plan, activity at any time that is determined in individual cases by the administrative

With respect to nonemployee directors of the Company, detrimental activity, or the activity otherwise described in clause 7(f)(ii), may occur at any time prior to, or within 24 months of, termination of Continued Employment of the nonemployee director. Notwithstanding any other provision of this clause, with respect to a nonemployee director, any actions taken by a nonemployee director or former nonemployee director who acted in good faith and in the best interests of the Company shall not constitute detrimental activity.

“Detrimental activity” of a grantee means with respect to the grantee’s retention of outstanding awards under this Program, activity at any time that is determined in individual cases by the administrative authority to be # a

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.

Illegal Activity. No portion of any Property has been or will be purchased by any Borrower with proceeds of any illegal activity.

Cancellation and Recapture. Notwithstanding Paragraph 10.1, Landlord may (but shall not be obligated to), within ten (10) business days after receipt of Tenant’s written request for Landlord’s consent to an assignment or subletting, cancel this Lease as to the portion of the Premises proposed to be sublet or subject to an assignment of this Lease as of the date such proposed Transfer is proposed to be effective and, thereafter, Landlord may lease such portion of the Premises to the prospective transferee (or to any other person or entity or not at all) without liability to Tenant. In the event Landlord does not elect to recapture the Premises, and instead approves the Tenant’s request for an assignment or sublease, any Rent to be charged to a subtenant greater than the Base Rent shall be immediately remitted to Landlord. In the event Landlord exercises the recapture rights, Landlord may also collect the pro-rata share of the unamortized Lease commission, Tenant Improvement and Rent Concession, if any, that relates to the Lease.

The Company has sole and absolute discretion to take action or not to take action pursuant to this Section 3 upon determination of Detrimental Conduct, and its decision not to take action in any particular instance shall not in any way limit its authority to send a Recapture Notice in any other instance.

With respect to Managerial, Professional and Technical (MPT) 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, or within 36 months of, termination of Continued Employment of such Managerial, Professional and Technical Employee.