No Mitigation; Generally No Offset. The Company agrees that, if Executive's employment is terminated, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to Executive by the Company pursuant to [Article 3]. Further, the amount of any payment or benefit provided for in [Article 4] (other than as provided in [[Sections 3.03(a) and 4.01(b)])]])]) shall not be reduced by any compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company or any of its subsidiaries, or otherwise.

No Offset or Mitigation. Except for such monies due and owing ​, if Executive’s employment with ​ is terminated for any reason, ​ will have no right of offset, nor will Executive be under any duty or obligation to seek alternative or substitute employment at any time after the effective date of such termination or otherwise mitigate any amounts payable by ​ to Executive.

Except as otherwise provided in this Agreement, in the event of any termination of the Executive’s employment, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive pursuant to this Agreement. Except as specifically provided in the last sentence of [Section 4.1] of this Agreement, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive or benefit provided to the Executive as the result of employment by another employer or otherwise. Except as specifically provided in the last sentence of [Section 4.1] of this Agreement, the amounts payable under this Agreement shall not be subject to set-off, counterclaim, recoupment, defense or other right that the Companies may have against the Executive.

Set-off/No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. The Company agrees that, if Executive’s employment is terminated hereunder, Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

Full Settlement; No Mitigation. The Company’s obligation to make the payments provided for under this Plan and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Participant or others. In no event shall the Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Participant under any of the provisions of the Plan and such amounts shall not be reduced whether or not the Participant obtains other employment.

Offset. The parties acknowledge and agree that the Transition Inventory Markup shall be offset against the Earned Royalties payable by ​ to LS&Co. in the First Annual Period under the Agreement ​.

Offset. The 20​ Bonus shall be reduced by the amount, if any, that you receive with respect to the 20​ plan year under the Company’s Annual Incentive Plan. For the sake of clarity, if your payout under the Annual Incentive Plan for 20​ is greater than or equal to the 20​ Bonus, then no 20​ Bonus shall be due under this Agreement.

Offset. At the time any amount would otherwise become due to Executive pursuant to this [Section 5], the Company may offset from any payment payable to Executive any amounts Executive owes to any member of the Company Group. Any amounts owed to Executive hereunder that constitute “non-qualified deferred compensation” (within the meaning of Code Section 409A(d)(1)) shall be subject to the offset in this [Section 5(g)] only if such offset is applied in a manner that does not violate Code Section 409A or other applicable law.

Offset. The amount of payments provided in paragraph 11 in respect of the period that begins twelve (12) months after the termination of your employment shall be reduced by any compensation for services earned by you (including as an independent consultant or independent contractor) from any source (including any compensation earned from the Company or its affiliates) in respect of the period that begins twelve (12) months after the termination of your employment and ends when the Company is no longer required to make payments pursuant to paragraph 11 (the “Offset Period”), including, without limitation, salary, sign-on or annual bonus (regardless of when paid), consulting fees, commission payments and any amounts the payment of which is deferred at your election, or with your consent, until after the expiration of the Offset Period; provided that, if the Company in its reasonable discretion determines that any grant of long-term compensation is made in substitution of the aforementioned payments, such payments shall be further reduced by the value on the date of grant, as reasonably determined by the Company, of such long-term compensation you receive. You agree to promptly notify the Company of any arrangements during the Offset Period in which you earn compensation for services and to cooperate fully with the Company in determining the amount of any such reduction.

Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed ​, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.