No Mitigation; No Offset. In the event of any termination of employment under this Section 4, Executive shall be under no obligation to seek other employment, and except as provided in Section 4(d)(iii) or Section 4(f)(iii), she shall have no obligation to offset or repay any payments she receives under this Agreement by any payments she receives from a subsequent employer; provided, however, that (without limiting any rights of the Company for any breach of this Agreement under law, equity or otherwise), if Executive violates any provision of Section 6, any obligation of Employer to make payments to Executive under Section 4 of this Agreement (other than the Accrued Benefits) shall immediately cease.

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 $5,000, 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.

Offset. The Corporation may deduct from amounts otherwise payable under this Award all amounts owed by the Grantee to the Corporation and its affiliates to the maximum extent permitted by applicable law.

Offset of Severance Benefits. To the extent the offset described in this section would not result in subjecting Executive to any additional tax, interest or penalties under Code Section 409A, the Severance Benefits provided Executive under this Agreement shall offset any other severance benefits or damages for termination of employment owed to Executive by Company. However, it is expressly agreed that payments or benefits to Executive under any retirement, supplemental retirement, deferred compensation, pension, stock option, restricted stock, incentive or bonus plan or arrangement shall not be offset against or reduce in any way any payments or benefits to which Executive is entitled under this Agreement.

No payment shall be subject to offset by any other payment unless otherwise permitted by [Section 409A].

Unconditional Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower not subject to offset (except as set forth in Section 20 below), deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter against Lender, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.