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:

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,

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, including, without limitation, the Company’s Policy for the Recovery of Erroneously Awarded Compensation (as may be in effect from time to time), to the extent applicable, 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.

Recoupment Policy. This Award and the Shares issued to you upon settlement of this Award are subject to the terms of the Company’s Recoupment Policy, as it may be amended from time to time, and any clawback policy adopted by the Company as required by applicable law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange Act of 1934, as amended.

Compensation paid or payable under this Agreement, including any Performance Bonus paid or payable under Section 3(b) or the Four-Year Incentive Bonus payable under Section 3(c), shall be subject to recoupment by the Company in accordance with the terms of any policy relating to recoupment (or clawback) approved by the Board of Directors and in effect at the time of payment of such compensation.

The payments referenced in this section 2 also shall be subject to the Company’s policy concerning the recoupment of incentive compensation.

You agree that this option is subject to the recoupment policy adopted by the Committee and in effect on the Option Date.

The Recoupment Amount will be calculated in accordance with the Final Rules, as provided in the Calculation Guidelines attached hereto as Exhibit B.

Any Award granted pursuant to the Plan shall be subject to mandatory repayment by the Grantee to the Company to the extent the Grantee 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 which imposes mandatory recoupment under circumstances set forth in such law, rule or regulation.