Award Subject to Company Clawback or Recoupment. The Shares subject to this Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law may require the forfeiture of the Shares (whether vested or unvested) and the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.

Award Subject to Company Clawback or Recoupment. The Option, including the Shares subject to this Awardunderlying the Option, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term during which Participant is aof Participant’s Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and inParticipant. In addition to any other remedies available under such policy andpolicy, applicable law may require the forfeiturecancellation of the SharesParticipant’s Option (whether vested or unvested) and the recoupment of any gains realized with respect to anyParticipant’s Option and the Shares that had previously vest and delivered to Participant.underlying the Option.

Award Subject to Company ClawbackClawback. All Awards (whether vested or Recoupment. The Shares subject to this Awardunvested) shall be subject to the terms of the Company's recoupment, clawback or recoupment pursuantsimilar policy as such may be in effect from time to time, as well as any compensation clawbacksimilar provisions of applicable law, which could in certain circumstances require repayment or recoupment policy adopted by the Boardforfeiture of Awards or required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directorsany Shares or other service providers ofcash or property received with respect to the Company, and in addition toAwards (including any other remedies available under such policy and applicable law may require the forfeiturevalue received from a disposition of the Shares (whether vested or unvested) andacquired upon payment of the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.Awards).

Award Subject to Company Clawback or Recoupment.Clawback. The Award and any Shares delivered pursuant to the Award are subject to this Award shall be subject to clawbackforfeiture, recovery by the Company or recoupmentother action pursuant to any compensation clawback or recoupment policy adopted bywhich the BoardCompany may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law may require the forfeiture of the Shares (whether vested or unvested) and the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.law.

Award Subject to Company Clawback or Recoupment. The RSUs, including the Shares subject to this Awardunderlying the RSUs, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term during which Participant is aof Participant’s Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and inParticipant. In addition to any other remedies available under such policy andpolicy, applicable law may require the forfeiturecancellation of the SharesParticipant’s RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to anyParticipant’s RSUs and the Shares that had previously vest and delivered to Participant.underlying the RSUs.

Award Subject to Company Clawback or Recoupment. The Shares subjectPursuant to this[Section 13] of the Plan, the Grantee acknowledges that the Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the BoardCompany or required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and inGrantee. In addition to any other remedies available under such policy andpolicy, applicable law may require the forfeiturecancellation of the SharesGrantee’s Award (whether vested or unvested) and the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.the Grantee’s Award.

All Awards (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Award Subject to Company Clawback or Recoupment. Theupon the receipt or resale of any Shares subject to this Awardunderlying the Award) shall be subject to clawbackthe applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or recoupment pursuant toafter the grant of such Award, including, without limitation, any compensation clawback or recoupmentclaw-back policy adopted byto comply with the Board or required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directors or other service providersrequirements of the Company, and in addition to any other remedies available under such policy and applicable law may require the forfeiture of the Shares (whether vested or unvested) and the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.Applicable Law.