Forfeiture or Recovery. Notwithstanding anything to the contrary in the Plan, if the Committee determines, in its sole discretion, that the Participant has engaged in fraud or misconduct that relates to, in whole or in part, the need for a required restatement of the Company’s financial statements filed with the Securities and Exchange Commission, the Committee will review all incentive compensation awarded to or earned by the Participant, including, without limitation, any Award under the Plan, with respect to fiscal periods materially affected by the restatement and may cause to be forfeited any vested or unvested Awards and may recover from the Participant all incentive compensation to the extent that the Committee deems appropriate after taking into account the relevant facts and circumstances. Any recoupment hereunder may be in addition to any other remedies that may be available to the Company under any other agreement or applicable law, including disciplinary action up to and including termination of employment.

If any of the Company’s financial statements filed with the Securities and Exchange Commission,are restated because of errors, omissions or fraud, the Committee will reviewmay (in its sole discretion, but acting in good faith) direct that the Company recover all incentive compensation awarded to or earned by the Participant, including, without limitation, any Award under the Plan,a portion of awards of bonuses, and grants of options and restricted stock options (together, “awards”) with respect to any fiscal periods materiallyyear of the Company the financial results of which are negatively affected by such restatement. Recoveries may be made from all officers in the [Section 16] reporting group regardless of fault, and from any other persons whom the Committee believes were involved in misconduct causing the required restatement and may cause(together, “Participants”). Misconduct involves more than mere negligent job performance. The amount to be forfeited any vested or unvested Awards and may recoverrecovered from the Participant all incentive compensationshall be the amount by which awards exceeded the amount that would have been payable to the extentParticipant had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire award) that the Committee deems appropriate after taking into accountshall determine. The Committee shall determine whether the relevant factsCompany shall effect any such recovery (i) by seeking repayment from the Participant, (ii) by reducing (subject to applicable law and circumstances. Any recoupment hereunder maythe terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be in addition to any other remedies that may be availablepayable to the CompanyParticipant under any other agreementcompensatory plan, program or arrangement maintained by the Company or any of its affiliates, (iii) by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable law, including disciplinary action upcompensation practices, or (iv) by any combination of the foregoing. Provisions reflecting this policy shall be placed in all award grant instruments delivered to and including termination of employment.Participants.

The Committee may specify in the Plan,an Award Agreement that, if the Committee determines, in its sole discretion, that the Participant has engaged in fraud or misconduct that relates to, in whole or in part, the need for a required restatementany of the Company’s financial statements filed withare required to be restated resulting from errors, omissions, or fraud, the Securities and Exchange Commission, the Committee will reviewCompany may recover all incentive compensation awarded to or earned by the Participant, including, without limitation,a portion of any Award under the Plan,granted or paid to a Participant with respect to any fiscal periods materiallyyear of the Company the financial results of which are negatively affected by such restatement. Unless otherwise specified in the restatement and may causeAward Agreement, the amount to be forfeited any vested or unvested Awards and may recoverrecovered from the Participant all incentive compensationshall be the amount by which the Award exceeded the amount that would have been payable to the extentParticipant had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Committee deems appropriate after taking into accountshall determine. In no event shall the relevant factsamount to be recovered by the Company be less than the amount required to be repaid or recovered as a matter of law (including but not limited to amounts that are required to be recovered or forfeited under Section 304 of the Sarbanes-Oxley Act of 2002). The Committee shall determine whether the Company shall effect any such recovery: # by seeking repayment from the Participant, # by reducing (subject to applicable law and circumstances. Any recoupment hereunder maythe terms and conditions of the applicable plan, program or arrangement) the amount that would otherwise be in addition to any other remedies that may be availablepayable to the CompanyParticipant under any other agreementcompensatory plan, program, or arrangement maintained by the Company, an Affiliate, or any Subsidiary, # by withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the company’s otherwise applicable law, including disciplinary action up to and including terminationcompensation practices, or # by any combination of employment.the foregoing.