Settlement of RSUs; Tax Withholding; Compliance With Securities Laws; Compliance with Compensation Recoupment Policy.

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.

Accounts with respect to which the Account Debtor is a creditor of a Loan Party or any Subsidiary, has or has asserted a right of recoupment or setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or dispute,

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

it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility, including in the case of a creditor or supplier, shall be limited to the amount of such offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance);

Section # Repayment. Any Award granted pursuant to the Plan or payment with respect thereto shall be subject to mandatory forfeiture and repayment by the Participant to the Company to the extent the Participant is, or in the future becomes, subject to # any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise, or # any law, rule or regulation (a “Law”) which imposes mandatory recoupment under circumstances set forth in such Law, provided the “clawback” or recoupment policy or Law requires forfeiture or repayment of the Award or payment with respect thereto.

In addition, Awards paid under this Plan will be subject to recoupment in accordance with any other recoupment policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or other applicable law.

Subject to and in accordance with the provisions of this Policy, if there is a Triggering Event, the Administrator shall require a Covered Person to reimburse or forfeit to the Company the Recoupment Amount applicable to such Covered Person. A Company’s obligation to recover the Recoupment Amount is not dependent on if or when the restated financial statements are filed.

Section # Recoupment Policy. [[Executive:Person]] agrees that [[Executive:Person]] will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of [[Company:Organization]], 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.