Recoupment of Individual Award Opportunities. The Company has the right at any time to recoup any amount paid or payable under the Plan to the fullest extent that, in the view of the Committee (or, in the case of a current or former Chief Executive Officer, the independent directors of the Board) such recoupment either # is required by applicable law or listing standards, or # is determined by the Committee (or, in the case of a current or former Chief Executive Officer, the independent directors of the Board) to be necessary in accordance with Company policy or business circumstances or appropriate in light of an employee's action, or failure to act, which is inimical to the best interests of the Company.

Cancellation and Recoupment of Awards. Bonuses and any payments therefor are subject to the Company’s Recoupment Policy, as it may be amended from time to time. Bonuses may be cancelled without payment and/or a demand for repayment of any gains realized from Bonuses may be made upon a Participant pursuant to the Company’s Recoupment Policy on the basis of any circumstances described therein.

“16. Clawback or Recoupment: Notwithstanding any other provisions in this Plan, any Award shall be subject to clawback, recovery or recoupment by the Company under any clawback or recoupment policy adopted by the Company, whether before or after the date of grant or payment of the Award.”

Section # Restricted Stock Units Award Subject to Recoupment Policy. The award of Restricted Stock Units is subject to the [[Company:Organization]] Compensation Recoupment Policy (the "Policy"). The award of Restricted Stock Units, or any amount traceable to the award of Restricted Stock Units, shall be subject to the recoupment obligations described in the Policy.

Section # Clawback Policy; Recoupment

Failure to Comply; Recoupment.

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.

Effect of a Material Restatement of Financial Results; Recoupment; Company Policies Regarding Securities Transactions.

individual basis, whether, and to what extent and in which manner, to seek Recoupment.

Long-Term Incentive Plan compensation is subject to recoupment as defined in the Compensation Recovery policy.