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.

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following your Termination of Directorship, the Board may direct (at any time within one year thereafter) that all shares of Common Stock delivered to you pursuant to this Agreement shall be immediately forfeited to the Company and you shall pay over to the Company an amount equal to the gain realized at the time of vesting of any the shares of Restricted Stock.

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.

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.

Competitive Activity. The term “Competitive Activity” shall mean the Executive’s participation without the written consent of the Board in the management of any business enterprise which manufactures or sells any product or service competitive with any product or service of the Company or its subsidiaries. Competitive Activity shall not include the ownership of less than five (5) percent of the securities in any enterprise and exercise of any ownership rights related thereto.

Disqualifying Activity. Notwithstanding any other provision of this Agreement, if the Committee determines that Participant is engaging in, or has engaged in, a Disqualifying Activity, the provisions of [Section 10(b)] of the Plan will apply.

Protected Activity. (A) Employee understands and acknowledges that nothing in this Agreement prohibits, penalizes, or otherwise discourages him/her from reporting, providing testimony regarding, or otherwise communicating any nuclear safety concern, workplace safety concern, or public safety concern to the U.S. Nuclear Regulatory Commission (NRC) or the U.S. Department of Labor (DOL). Employee further understands and acknowledges that the provisions of this Agreement are not intended to restrict his communication with, or full cooperation in, proceedings or investigations by any agency relating to nuclear regulatory or safety issues. Employee understands that nothing in the Agreement waives his/her right to file a claim with the DOL pursuant to Section 211 of the Energy Reorganization Act, but the Employee expressly waives his/her right to recover any and all damages or other equitable relief, including, but not limited to reinstatement, back pay, front pay, compensatory damages, attorney fees or costs, that may be awarded to the Employee by the DOL as a result of such a claim.

Disqualifying Activity. If the Committee determines that the Participant has engaged or is engaging in any Disqualifying Activity, then:

Prohibited Activity. For a period that begins on the Effective Date and ends on the later of # the date the last payment required by Paragraph 2 is due or # the first anniversary of the Effective Date, Employee shall not engage in a Prohibited Activity. A “Prohibited Activity” includes: # any activity that would give rise to termination for Cause (as defined in the plan document for the Interpublic Executive Severance Plan); # a material violation of any rule, policy or procedure of Interpublic (or any Affiliate where the Participant is employed), including but not limited to the Code of Conduct of Interpublic (and any such Affiliate); or # any other conduct or act that the Administrative Committee (as defined in the plan document for the Interpublic Executive Severance Plan) or the Compensation and Leadership Talent Committee of Interpublic’s Board of Directors determines is injurious, detrimental or prejudicial to any interest of Interpublic. If the Participant breaches any provision of this paragraph, Employee shall forfeit any unpaid amounts required by Paragraph 2.

Except as set forth on [Schedule VI], neither ​ nor any of its Subsidiaries is engaged in any line of business that is not related to the healthcare industry other than the sale of life insurance in connection with the sale of medical, dental and vision insurance or other healthcare services, sale of long term care insurance, or any business or activity which is immaterial to ​ and its Subsidiaries on a consolidated basis.

Confidential Information, Non-solicitation, Competition, Detrimental Activity, Repayment and Recoupment Policy. By accepting your Option, and in consideration for the Option and for the Company’s obligations set forth herein, you agree with the Company as follows:

In the event that the Company determines, in its sole and absolute discretion, that the Optionee engaged in Detrimental Conduct, the Company may, in its sole and absolute discretion, # terminate such Optionee’s participation in the Plan and/or # send a notice of recapture (a “Recapture Notice”) that # cancels all or a portion of any future-vesting Options, # requires the return of any shares of Stock received upon exercise of the Options and/or # requires the reimbursement to the Company of any net proceeds received from the sale of any shares of Stock acquired as a result of such exercise.

Activity Following Termination. If, within the six-month period following the Key Employee’s termination of employment with the Company, the Company becomes aware that the Key Employee has engaged in Detrimental Activity subsequent to termination, then the Key Employee’s rights with respect to the Grant shall be determined in accordance with any determination by the Committee under this [Section 4].

Remedies. If the Key Employee has engaged in Detrimental Activity as described in subsections # and/or (b), then the Committee may, in its discretion, declare that the Key Employee has forfeited the Grant in whole or in part and cause the Company to assume possession of any or all property held in escrow in respect of the Grant in its own right and/or cause the Key Employee to return any cash or property actually realized by the Key Employee (directly or indirectly) in respect of the Grant, in each case whether or not the Key Employee engaged in the Detrimental Activity before or after the date of termination.