Forfeiture upon Engaging in Detrimental Activities. If, at any time within the twelve (12) months after # Participant exercises any portion of the Options; or # the effective date of any termination of Participant’s service as a Director of Company for any reason, Participant engages in, or is determined by the Committee in its sole discretion to have engaged in, any # material breach of any non-competition, non-solicitation, non-disclosure or settlement or release covenant or agreement with Company or any Subsidiary, or # activities during the course of Participant’s service as a Director with Company or any Subsidiary constituting fraud, embezzlement, theft or dishonesty; or # activity that is otherwise in conflict with, or adverse or detrimental to the interests of Company or any Subsidiary, then # the Options shall terminate effective as of the date on which Participant engaged in or engages in that activity or conduct, unless terminated sooner pursuant to the provisions of this Agreement, and # the amount of any gain realized by Participant from exercising all or a portion of the Options at any time following the date that Participant engaged in any such activity or conduct, as determined as of the time of exercise, shall be forfeited by Participant and shall be paid by Participant to Company, and recoverable by Company, within sixty (60) days following such termination date of the Options. For purposes of the foregoing, the following will be deemed to be activities in conflict with or adverse or detrimental to the interests of Company or any Subsidiary: # Participant’s conviction of, or pleading guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony, the underlying events of which related to Participant’s service as a Director of Company; # knowingly engaged or aided in any act or transaction by Company or a Subsidiary that results in the imposition of criminal, civil or administrative penalties against Company or any Subsidiary; or # misconduct during the course of Participant’s service as a Director of Company or any Subsidiary that results in an accounting restatement by Company due to material noncompliance with any financial reporting requirement under applicable securities laws, whether such restatement occurs during or after Participant’s service as a Director of Company or any Subsidiary.

Engaging Experts. The Board and each committee of the Board will have the authority to obtain advice, reports or opinions from internal and external counsel and expert advisers and will have the power to hire, at the expense of Scio Diamond, legal, financial and other advisers as they may deem necessary or appropriate with the understanding that such effort will be in coordination with the CEO/CFO as appropriate.

Forfeiture. In addition to any other remedies available to the Company and its Affiliates, you agree that if the Company reasonably determines you have engaged in any activity that is detrimental to the interests of the Company or any Affiliate (a “Detrimental Activity”), or that you are likely to engage in a Detrimental Activity, then the Company shall have the sole discretion to suspend your ability to exercise the Option, up to and including cancellation of the Option. The Company shall additionally have the sole discretion to suspend your ability to exercise the Option while it is undertaking reasonable efforts to make such a determination. Detrimental Activities include, but are not limited to:

In the event that, as determined by the Compensation Committee, Employee shall engage in Detrimental Activity during employment with the Company or a Subsidiary, the RSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this Agreement.

If the Board or the Compensation Committee determines that you engaged in any Detrimental Activity, then, promptly upon receiving notice of the Board's or the Compensation Committee's finding, you shall: # forfeit all rights under this Agreement to the extent it remains outstanding; # return to Gentex all RSUs and Shares acquired pursuant to this Agreement to the extent then still held by or for you; # with respect to any Shares acquired pursuant to this Agreement that are no longer held by or for you, pay to Gentex the Market Value Per Share of such Shares on the date acquired.

Detrimental Conduct. Any RSUs and any Dividend Equivalents granted pursuant to this Agreement and the Plan are intended to align the Grantee’s long-term interests with the long-term interests of the Company. If the Company determines that the Grantee has # engaged in willful fraud that causes harm to the Company or any of its Subsidiaries or that is intended to manipulate the Performance Goals, either during employment with the Company or after such employment terminates for any reason or # violated the provisions of a non-competition agreement (any such act shall be referred to as “Detrimental Conduct”), the Grantee shall be deemed to have acted contrary to the long-term interests of the Company. Accordingly, the following rules shall apply:

Detrimental Activity. In the event you engage in Detrimental Activity prior to, or during the one year period following the later of your termination of employment or service or the grant of the Stock, the Committee may direct that all Stock hereunder (including any dividends credited thereupon) shall be immediately forfeited to the Company and that you shall pay over to the Company an amount equal to the amount realized upon the Grant Date of the Stock or any dividends paid in connection therewith.

Detrimental Conduct. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, you will not engage in Detrimental Conduct.

respect to his engaging in such activities. With exception to his role as Director and President of

Assist others in engaging in any of the Business Activities in the manner prohibited to the Employee;