Recoupment Policy. The Executive agrees that the Executive will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of the Company, as in effect from time to time and as approved by the Board or a duly authorized committee thereof, whether or not approved before or after the Effective Date of this Agreement.

Recoupment Policy. Awards under the Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant.

Recoupment Policy. The Stock Options granted hereunder, any Shares issued pursuant to the Stock Options and any proceeds therefrom shall be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company # currently in effect, # as may be adopted by the Company to comply with applicable law and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 10D of the Exchange Act, Rule ​ thereunder and [Section 303A.14] of the New York Stock Exchange Listed Company Manual) or # as may be adopted by the Company to facilitate the Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other service provider or related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Policy”), with the provisions contained in such Policy deemed incorporated into this Grant Agreement without Employee’s additional or separate consent.

Recoupment Policy. You agree that this Option is subject to the Company’s Recoupment Policy adopted by the Committee, as amended.

Compensation Recoupment Policy. Bonuses may be made subject to any compensation recoupment policy adopted by the Board or the Committee at any time prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption.

Compensation Recoupment Policy. You hereby acknowledge and agree that you and the RSUs, including any cash and/or shares of Common Stock that may be delivered to you pursuant to the RSUs, are subject to the Corporation’s Compensation Recoupment Policy, as may be amended and/or restated from time to time, a current copy of which can be found on the Corporation’s website at http://www.investor.jnj.com/gov/compensation-recoupment-policy.cfm. The terms and conditions of the Compensation Recoupment Policy hereby are incorporated by reference into this Agreement.

Recoupment. The Participant acknowledges that the Corporation shall recover from any Participant who is a current or former executive officer all or any portion of any exercised Options to the extent required by [Section 954] of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law No. 111-203, or as may otherwise be required by law.

Policy. The relation of tenants in common in the construction, maintenance and operation of Unit 4 and Unit 4 Common Facilities (referred to in this [Section 2.08] as "Subject Properties'') as provided by this Agreement, and the agreements herein for the operation and maintenance thereof by "Power Company", are each undertaken in mutual trust and confidence in the financial responsibility, engineering and operating competence, efficiency and common objectives of the Companies. Since the effects of transfers of the interests of one party upon the rights and interests of the other party over the long term of this Agreement cannot be determined at this time, it must be presumed that such effects might be adverse. Therefore, each party, for the protection of itself and of the other party, agrees that its interests in this Agreement and its titles to and interests in all Subject Properties shall at all times during the term of this Agreement be subject to the provisions of this [Section 2.08].

Compensation Recoupment. All amounts payable to Executive hereunder shall be subject to recoupment pursuant to the Company’s current compensation clawback or recoupment policy (if any) and any additional compensation clawback or recoupment policy or amendments to the current policy adopted by the Board or as required by law during the term of Executive’s employment with the Company that applies on substantially the same terms to all other U.S. based executive officers of the Company (except as required by statute or regulation without regard to the terms of the policy). No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to resign for “Good Reason” or constitute a termination without “Cause” under this Agreement, provided that such recovery is consistent with such policy and such policy is consistent with this [Section 15].

Requirements of Recoupment Policy or Applicable Law. The repayment rights contained in paragraph 1(a) of [Exhibit A] shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, # any right that the Company may have under any Company recoupment policy that may apply to you, or # any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Securities Exchange Act of 1934, as amended (as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission) or under any other applicable law. By accepting this award of RSUs, you agree and consent to the Company’s application, implementation and enforcement of any such Company recoupment policy (as it may be in effect from time to time) that may apply to you and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation and expressly agree that the Company may take such actions as are permitted under any such policy (as applicable to you) or applicable law, such as the cancellation of RSUs and repayment of amounts previously paid or deferred with respect to any previously granted RSUs or short-term incentive awards, without further consent or action being required by you.

Award Subject to Company Clawback or Recoupment. The Option, including the Shares underlying the Option, shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s Service that is applicable to Participant. In addition to any other remedies available under such policy, applicable law may require the cancellation of Participant’s Option (whether vested or unvested) and the recoupment of any gains realized with respect to Participant’s Option and the Shares underlying the Option.

Annual Incentive Plan Compensation is subject to recoupment as defined in the Compensation Recovery policy.

Recoupment Policy; Agreement to Repayments of Incentive Compensation When Payments Are Required Under Federal Law:

This Ford Motor Company Corporate Officer Compensation Recoupment Policy (“Policy”) has been adopted by the Compensation, Talent and Culture Committee (the “Committee”) of the Board of Directors (the “Board”) of Ford Motor Company, a Delaware corporation (the “Company”) effective as of ​. This Policy amends and restates in its entirety the Executive Compensation Recoupment Policy previously adopted by the Board’s Compensation Committee on ​. The purpose of this Policy is to help ensure the Company’s officers act in the best interests of the Company and its stockholders.

•Procedures for Applying Policy: The Compensation and Human Resources Committee of the Company will be responsible for exercising the Company’s rights under this Policy. In exercising its authority under this policy, the Committee shall take into account uncertainties and mitigating circumstances. The Committee shall not be obligated in any case under this policy to exercise its discretion to obtain recoupment. Conversely, the Committee shall not be prevented from exercising its right to obtain recoupment due to uncertainties or mitigating circumstances.

Compensation Recovery (Recoupment). Notwithstanding any other provision of the Plan, a Participant who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

The RSUs, whether vested or unvested, and/or the shares of Common Stock, cash, or other benefits acquired pursuant to the RSUs may be subject to recoupment under the Company’s recoupment and clawback policies, as applicable, including the policy for Recoupment of Compensation for Accounting Restatements, as they may be amended from time to time (whether such policies are adopted on or after the date of this Agreement), or as required under applicable laws, regulations, or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to satisfy any recoupment obligation arising under the Recoupment Policy, among other things, you expressly and explicitly authorize the Company to issue instructions, on your behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the RSUs to reconvey, transfer, or otherwise return such shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any subsidiary or affiliate, and/or the Employer.