To the extent permitted by governing law, the Board may require forfeiture of all or part of any unpaid Awards or reimbursement to the Company of Awards paid to any Participant who is an executive officer of the Company where # the payment was predicated in whole or in part upon the achievement of certain financial results that were subsequently the subject of a material restatement, # in the Board’s view the officer engaged in fraud or misconduct that caused or partially caused the need for the restatement, and # a lower Award payment would have been made to the officer based upon the restated financial results.

To the extent permitted by governing law, the Company may require forfeiture of all or part of any unpaid Awards or seek reimbursement of Awards paid to any Participant in other circumstances involving material violations of any Company policy, fraud or misconduct by the Participant where the Board determines that such violations, fraud or misconduct caused substantial harm to the Company even in the absence of a subsequent restatement of the Company’s financial statements.