The Participant agrees that if he or she violates any of his or her promises in [Section 10] above, # the Option, to the extent then unexercised, whether vested or unvested, will be immediately forfeited and cancelled and # the Participant will be required to immediately deliver to the Company an amount (in cash or in shares of Common Stock) equal to the market value (on the date of exercise) of any shares of Common Stock acquired on exercise of the Option less the

You agree that if you violate any one or more of the promises set forth in [Section 5] then, in lieu of or in addition to any other remedies available to Company as permitted by applicable law, all unvested Stock Options subject to this Grant shall be immediately forfeited. If at any time the Committee or the Sr. HR Officer notifies (the date such notice is provided, the “Notice Date”) the Company that they reasonably believe that you have violated any one or more of the promises set forth in [Section 5], the vesting of this Grant may be suspended pending a determination of whether you violated any such provision by a tribunal as specified in [Section 8 and 10]0]. In addition, in lieu of or in addition to any remedy provided for in [Section 6], at any time the Company may seek in any such proceeding that you be required to immediately deliver to the Company any shares of Common Stock (or the fair market value thereof) and any related Dividend Equivalent Payments earned by or issued to you pursuant to this Grant at any time during the three (3) full fiscal years preceding the Notice Date. You agree that you will deliver such shares of Common Stock (or the fair market value thereof) and any related Dividend Equivalent Payments to the Company on such terms and conditions as may be required by the Company. You further agree that the Company will be entitled to enforce this repayment obligation by all legal means available, including, without limitation, to set off the market value of any such shares of Common Stock and any related Dividend Equivalent Payments against any amount that might be owed to you by the Company. For the avoidance of doubt, this paragraph shall apply only to the extent the promises set forth in [Section 5], is applicable in the State in which your employment with the Company is based.

Violation. Except as provided in [Section 5], any transfer, pledge, sale, assignment, or hypothecation of the Award or any portion thereof shall be a violation of the terms of this Award and shall be void and without effect.

No Violation. Tenant hereby warrants and represents that neither its execution of nor performance under this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant is bound, and Tenant shall protect, defend, indemnify and hold Landlord harmless against any claims, demands, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, arising from Tenant's breach of this warranty and representation.

No Violation. Neither the execution and delivery of this Agreement by the Corporation, nor the issuance of the Purchased Shares, will # violate the Corporation’s organizational documents, if applicable, or # violate in any material respect any order, writ, injunction or decree applicable to the Corporation or any of the Corporation’s assets.

No Violation. The execution, delivery and performance by Guarantor of this Guaranty Agreement do not and will not: # violate, or result in a breach of, any provision of the organizational documents of Guarantor; # conflict with, violate, result in the breach of, constitute a default under, result in the acceleration, cancellation, termination or modification of, or create in any party any right to accelerate, terminate, cancel or modify any material contract or agreement to which Guarantor is a party; or # violate, or result in the breach of, any order of a Governmental Authority or applicable law to which Guarantor is bound or subject.

None of the execution, delivery or performance by any Loan Party of the Loan Documents to which it is a party or the compliance with the terms and provisions thereof will # conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of Holdings or its Subsidiaries pursuant to the terms or provisions of, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or material instrument to which Holdings or any of its Subsidiaries is a party or by which Holdings or any of its Subsidiaries is bound or to which any of the property or assets of Holdings or any of its Subsidiaries is subject (other than any lien or encumbrance created or imposed pursuant to the Loan Documents or any Permitted Exceptions), # result in any violation of the provisions of the charter and organizational documents of the Borrower or any Guarantor as currently in effect or # result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Holdings or any of its Subsidiaries or any of their properties, except, in cases [(1) and (3)])], for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

During Executive's employment with Company and for a period of 2 years following termination of employment for any reason or the Severance Period (the "Non-Competition Period"), Executive shall not either directly or indirectly, on Executive's own or another's behalf, engage in or assist others in any of the following activities (except on behalf of Company):

No Violation, Etc. Neither the execution, delivery or performance by it of this Amendment or any other Loan Document being executed and delivered in connection with this Amendment to which it is a party, nor the consummation by it of the transactions contemplated hereby or thereby, nor compliance by it with the provisions hereof or thereof, nor the performance by it of the Amended Agreement, contravenes or will contravene, or results or will result in a breach of, any of the provisions of its Organizational Documents, any Applicable Law, or any indenture, mortgage, deed of trust, lease, license or any other agreement or instrument to which it or any of its Subsidiaries is party or by which its property or the property of any of its Subsidiaries is bound, or results or will result in the creation or imposition of any Lien upon any of its property or the property of any of its Subsidiaries, except to the extent such contravention or breach, or the creation or imposition of any such Lien, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect with respect to such Borrower.

Violation of Agreement. You understand that any violation of any of Your obligations under this Agreement, will result in this Agreement being deemed null and void, and may require you to repay to the Company any Severance Payments or other benefits you received hereunder.