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.

If, before the Corporation pays such cash, Grantee is determined to have engaged in detrimental activity within the meaning of the Program, this award will automatically expire as of the date of such determination.

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.

Landlord’s Recapture Right. Notwithstanding anything to the contrary contained in this Paragraph 22, in the event that Tenant contemplates a Transfer, Tenant shall give Landlord notice (the “Intention to Transfer Notice”) of such contemplated Transfer (whether or not the contemplated Transferee or the terms of such contemplated Transfer have been determined); provided, however, that Landlord hereby acknowledges and agrees that Tenant shall have no obligation to deliver an Intention to Transfer Notice hereunder, and Landlord shall have no right to recapture space with respect to # a Transfer of up to the entirety of two (2) full floors (except any such Transfer for rentable square footage that when combined with the rentable square footage of any prior Transfer would exceed the equivalent of two (2) full floors) for less than substantially the remainder of the Term, or # a Permitted Transfer. The Intention to Transfer Notice shall specify the portion of and amount of rentable square feet of the Premises which Tenant intends to Transfer (the “Contemplated Transfer Space”), the contemplated date of commencement of the Contemplated Transfer (the “Contemplated Effective Date”), and the contemplated length of the term of such contemplated Transfer, and shall specify that such Intention to Transfer Notice is delivered to Landlord pursuant to this Paragraph 22.5 in order to allow Landlord to elect to recapture the Contemplated Transfer Space for the remainder of the Lease Term. Thereafter, Landlord shall have the option, by giving written notice to Tenant (the “Recapture Notice”) within thirty (30) days after receipt of any Intention to Transfer Notice, to recapture the Contemplated Transfer Space. Tenant shall have fifteen (15) Business Days after receipt of the Recapture Notice to withdraw the Contemplated Transfer Space which triggered the Recapture Notice. Should the Contemplated Transfer Space be withdrawn, no recapture shall occur and Tenant shall remain in possession. Any recapture under this Paragraph 22.5 shall cancel and terminate (or suspend if not for the remainder of the Lease Term) this Lease with respect to the Contemplated Transfer Space as of the Contemplated Effective Date. In the event of a recapture by Landlord, # Landlord shall install, on a commercially reasonable basis, any corridor and/or demising wall which is required as a result of a recapture by Landlord pursuant to the terms hereof, # the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises; and # this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner, to recapture the Contemplated Transfer Space under this Paragraph 22.5, then, subject to the other terms of this Paragraph 22, for a period of six (6) months (the “Six Month Period”) commencing on the last day of such thirty (30) day period, Landlord shall not have any right to recapture the Contemplated Transfer Space with respect to any Transfer made during the Six Month Period; provided however, that any such Transfer shall be subject to the remaining terms of this Paragraph 22. If such a Transfer is not so consummated within the Six Month Period (or if a Transfer is so consummated, then upon the expiration of the term of any Transfer of such Contemplated Transfer Space consummated within such Six Month Period), Tenant shall again be required to submit a new Intention to Transfer Notice to Landlord with respect any contemplated Transfer, as provided above in this Paragraph 22.5.

Receivables Activity Report. Within 30 days after the end of each Month End, [[Organization B:Organization]] shall send to [[Organization A:Organization]] a report covering the transactions for the prior billing period, including the amount of all Advances, Collections, Adjustments, Finance Charges, and other fees and charges. The accounting shall be deemed correct and conclusive unless [[Organization A:Organization]] makes written objection to [[Organization B:Organization]] within 30 days after the [[Organization B:Organization]] sends the accounting to [[Organization A:Organization]].

(including provisions relating to escalation rents), as are contained herein and as are allocable and applicable to the portion of the Premises to be covered by such subletting. Tenant’s Recapture Offer shall specify the date when the Leaseback Area will be made available to Landlord, which date shall be in no event earlier than sixty (60) days nor later than one hundred eighty (180) days following the acceptance of Tenant’s Recapture Offer (the “Recapture Date”). With respect to any Tenant’s Recapture Offer given pursuant to [clause (i) or (ii) above] (i.e., any Tenant’s Recapture Offer that would allow Landlord to terminate the Lease with respect to all or any portion of the Premises, Tenant shall include in such Tenant’s Recapture Offer a list of all Recapture Surviving Subleases (as hereinafter defined). Landlord shall have a period of thirty (30) days from the receipt of such Tenant’s Recapture Offer to either accept or reject Tenant’s Recapture Offer or to terminate this Lease (as applicable and set forth above). If Landlord fails to respond within such thirty (30) day period, then Tenant shall have the right to deliver a second notice to Landlord, which notice shall state in bold upper case letters at the top of the first page in which any such notice is sent as follows: “THIS IS A TIME SENSITIVE NOTICE AND SUBJECT TO THE PROVISIONS OF SECTION 4.02 OF THE LEASE, LANDLORD SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT UNDER SECTION 7.02 OF THE LEASE WITH RESPECT TO THIS APPLICABLE TENANT’S RECAPTURE NOTICE.” If Tenant shall have delivered such reminder notice to Landlord, and Landlord shall fail to respond to such reminder notice within five (5) Business Days after Landlord’s receipt of such reminder notice, then Landlord shall be deemed to have waived its rights to recapture the Premises (or the applicable portion thereof) pursuant to the applicable Tenant’s Recapture Offer (but the foregoing shall not be or be deemed a waiver of Landlord’s right (or Tenant’s obligation) with respect to any future Tenant’s Recapture Offer that is required to be given under this Lease).

In the event that the Company determines, in its sole and absolute discretion, that the Grantee engaged in Detrimental Conduct, the Company may, in its sole and absolute discretion, # terminate such Grantee’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 or settling RSUs and Dividend Equivalents, # requires the return of any cash or shares of Stock received at settlement upon or after vesting of the RSUs and any Dividend Equivalents 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 settlement and/or the receipt of any dividends after settlement.

“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 authority to be # a material violation of applicable standards, policies, or procedures of the Company or an affiliate; or # a material breach of legal or other duties owed by the Grantee to the Company or an affiliate; or # a material breach of any contract between the Grantee and the Company or an affiliate; or # acceptance by the Grantee of duties to a third party under circumstances that create a material conflict of interest, or the appearance of a material conflict of interest. Detrimental activity includes, without limitation, activity that would be a basis for termination of employment for cause under applicable law in Canada. With respect to material conflict of interest or the appearance of material conflict of interest, such conflict or appearance might occur when, for example and without limitation, a Grantee holding an outstanding award becomes employed or otherwise engaged by an entity that regulates, deals with, or competes with the Company or an affiliate.