The Participant agrees that, if he or she fails to comply with any of the promises that he or she made in [Section 7 or 8]8] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participant upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

The Participant agrees that, if he or she fails to comply with any of the promises that he or she made in [Section 7 or 8]8] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participant upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

The Participant agrees that,that if he or she fails to comply withviolates any of thehis or her promises that he or she made in [Section 7 or 8]8]10] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participanthim or her upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participanthe or she has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent)fair market value thereof) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

The Participant agrees that,that if he or she fails to comply withviolates any of thehis or her promises that he or she made in [Section 7 or 8]8]10] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participant upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participanthim or her upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participanthe or she has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent)fair market value thereof) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

exercise price paid for such shares to the extent such shares were acquired by the Participanthim or her upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participanthe or she has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent)fair market value thereof) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

You agree that if heyou violate any one or she failsmore of your promises set forth in [Sections 5, 6, 7, 8, 9, 10 or 11]1]1]1]1]1]1], then, in lieu of or in addition to comply with any of the promises that he or she made in [Section 7 or 8]8] above, #other remedies available to Company as permitted by applicable law, the Option, to the extent then unexercised, whether vested or unvested, willshall be immediately forfeited and cancelledcancelled. If at any time the Committee or Sr. HR Officer notifies (the date such notice is provided, the “Notice Date”) the Company that they believe that you have violated any one or more of the promises set forth in [Sections 5, 6, 7, 8, 9, 10 or 11]1]1]1]1]1]1], the vesting of your Option may be suspended pending a determination of whether you violated any such provision by a tribunal specified in [Section 14 and #16]6] below. In addition, in lieu of or in addition to any remedy provided for in [Section 12], at any time the Participant willCompany may seek in any such proceeding that you be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participantyou upon exercise of the Option at any time from 180 days prior toduring the earlier of #three (3) full fiscal years preceding the date when he or she leaves the Company or # the date he or she fails to comply with any such promiseNotice Date. You agree that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or sheyou will deliver such shares of Common Stock (or the cash equivalent)fair market value thereof) to the Company on such terms and conditions as may be required by the Company. The ParticipantYou further agreesagree that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or heryou by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.

The Participant agrees that,that if he or she fails to comply withviolates any of thehis or her promises that he or she made in [Section 7 or 8]8]10] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the exercise price paid for such shares to the extent such shares were acquired by the Participant upon exercise of the Option at any time from 180 days prior to the earlier of # the date when he or she leaves the Company or # the date he or she fails to comply with any such promise that hr or she made in [Section 7 or 8]8], to 180 days after the date when the Company learns that the Participant has not complied with any such promise. The Participant agrees that he or she will deliver such shares of Common Stock (or the cash equivalent) to the Company on such terms and conditions as may be required by the Company. The Participant further agrees that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock against any amount that might be owed to him or her by the Company. The Participant acknowledges that the Company would not have awarded the Participant the shares of Common Stock granted to him or her under the Grant Notice absent the Participant’s agreement to be bound by the promises made in [Sections 7 and 8]8] above.