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.

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.

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.

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.

Recoupment. The Restricted Shares and the Performance Award are subject to recoupment in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy or practice otherwise required by applicable law.

Applicable Law. This Agreement will be enforced, interpreted, and construed under the laws of the State of Illinois, without reference to its conflict-of-laws provisions.

Applicable Law . This Agreement shall be governed and interpreted in accordance with the laws of Ohio and applicable federal law.

Applicable Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

This Agreement shall be governed by the laws of the Czech Republic, without regard to its principles of conflict of law. The parties agree that the provisions of this Agreement are intended to be interpreted and implemented so as to comply with all federal, state and local laws, rules and regulations applicable to the [[Organization A:Organization]], including, without limitation, Internal Revenue Service requirements regarding the avoidance of unrelated business income and the appropriate use of the proceeds of tax exempt bonds. If it is determined by the Internal Revenue Service or any other federal, state or local agency, department or instrumentality that the provisions of this Agreement are not in compliance with laws, rules and regulations applicable to [[Organization A:Organization]] or that performance by [[Organization A:Organization]] under this Agreement would not be in compliance with such, then the parties agree to modify the provisions and the implementation of this Agreement so as to be in compliance with all applicable federal, state and local laws, rules and regulations as determined by such governmental body.

Applicable Law. This Award Agreement and the award of Restricted Share Rights evidenced hereby will be governed by, and construed in accordance with the laws of the state of Delaware (without regard to its choice-of-law provisions), except to the extent Federal law would apply.