Common use of Clawback/Recoupment Clause in Contracts

Clawback/Recoupment. The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback/Recoupment. The Employee acknowledges Performance Shares granted under this Agreement, and agrees any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated Company may adopt from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To to the extent the Clawback Policy any such policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensationParticipant, including, without limitationbut not limited to, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback ’s Compensation Recovery Policy, and any other policies that are adopted by the Company, whether designed to comply with the requirements of Rule 10D-1 promulgated under the Exchange Act, and the Company’s Compensation Reconciliation and Recoupment Policy, as well as any recoupment provisions required under applicable lawslaw. By accepting this Award, rulesParticipant acknowledges, regulationsagrees and consents to the Company’s application, stock exchange listing standards implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or otherwiseto be received by Participant, or to the extent applicable, and (b) any provision of applicable laws law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that impose mandatory clawback the Company may take such actions as are necessary to effectuate such recoupment policies (as applicable to Participant) or recoupment requirements under the circumstances set forth in such laws, including as applicable law without further consent or action being required by Participant. For purposes of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002foregoing, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Participant expressly and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for explicitly authorizes (i) the Company with respect to awards issue instructions, on Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and the recovery of any other amounts relating thereto. By accepting this Award acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and pursuant (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to Participant. Participant further agrees to comply with any request or demand for repayment by any Subsidiary in order to comply with such policies or applicable law. To the extent that the terms of this AgreementAgreement and any Company recoupment policy conflict, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance policy shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codeprevail.

Clawback/Recoupment. The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.. NAI-1539271955v1

Clawback/Recoupment. The Employee acknowledges Restricted Stock Units granted under this Agreement, and agrees any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated Company may adopt from time to time, to the “Clawback extent any such policy is applicable to Participant, including, but not limited to, the Company’s Compensation Reconciliation and Recoupment Policy”, as well as any recoupment provisions required under applicable law. By accepting this Award, Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or to be received by Participant, to the extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are incorporated necessary to effectuate such recoupment policies (as applicable to Participant) or applicable law without further consent or action being required by Participant. For purposes of the foregoing, Participant expressly and explicitly authorizes (i) the Company to issue instructions, on Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and any other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including without limitation by reducing any amount that is or may become payable to Participant. Participant further agrees to comply with any request or demand for repayment by any Subsidiary in this Agreement by referenceorder to comply with such policies or applicable law. To the extent that the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in terms of this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policypolicy conflict, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance policy shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codeprevail.

Clawback/Recoupment. The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-Sarbanes-▇▇▇▇▇ ▇▇▇ ▇▇ Street 2002, the Dodd-Fra▇▇ ▇a▇▇ ▇▇▇▇▇▇ Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback/Recoupment. The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units Awarded Shares and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback/Recoupment. The Employee acknowledges PSUs, whether vested or unvested, and/or the shares of Stock (or other benefits) acquired upon vesting and agrees that settlement of the terms PSUs, may be subject to any applicable Company clawback or recoupment policies, as in effect and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, whether any such policy is adopted before, on or after the date of this Agreement or required under applicable laws (the “Clawback PolicyRecoupment Policies”). The PSUs, whether vested or unvested, and any shares of Stock (or other benefits) are incorporated in this Agreement by reference. To acquired upon vesting and settlement of the extent the Clawback Policy is applicable to the EmployeePSUs, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will shall be subject to potential mandatory cancellationdeduction, clawback or forfeiture and/or repayment by the Employee to the Company if and to the extent provided in any Recoupment Policies as well as to the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether extent required to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements requirement imposed under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards. In order to satisfy any such recoupment obligations, as may be in effect from time to timeamong other things, and which may operate to create additional rights for the Grantee expressly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any shares of Stock or other amounts acquired pursuant to the PSUs to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company's enforcement of the Recoupment Policies or compliance with applicable laws. No attempted or actual recovery of compensation as described in this Section 18 will be an event giving rise to the Grantee's right to resign for Good Reason or “constructive termination” (or similar term) under any plan of, or agreement with, any Service Recipient. To the extent the Grantee’s Employment Agreement or any other agreement between the Grantee and any Service Recipient, or the Change in Control Severance Plan or any other policy or plan (but excluding any Recoupment Policies) that may apply to the Grantee, contains provisions regarding performance-based equity that are less favorable to the Grantee than those provided by this Agreement, this Agreement shall govern with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to . In no event will the Grantee be eligible for duplicative benefits under this Award, or Agreement and any other applicable compensationplan, including, without limitation, annual cash incentive compensation, that is subject to clawback policy or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codeagreement.

Clawback/Recoupment. The Employee acknowledges Restricted Stock Units, whether vested or unvested, and/or the shares of Stock (or other benefits) acquired upon vesting and agrees that settlement of the terms Restricted Stock Units, may be subject to any applicable Company clawback or recoupment policies, as may be in effect and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, whether any such policy is adopted before, on or after the date of this Agreement or required under applicable laws (the “Clawback PolicyRecoupment Policies”). The Restricted Stock Units, whether vested or unvested, and any shares of Stock (or other benefits) are incorporated in this Agreement by reference. To acquired upon vesting and settlement of the extent the Clawback Policy is applicable to the EmployeeRestricted Stock Units, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will shall be subject to potential mandatory cancellationdeduction, clawback or forfeiture and/or repayment by the Employee to the Company if and to the extent provided in any Recoupment Policies as well as to the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether extent required to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements requirement imposed under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards. In order to satisfy any such recoupment obligations, as may be in effect from time to timeamong other things, and which may operate to create additional rights for the Grantee expressly authorizes the Company with respect to awards and issue instructions, on the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant Grantee's behalf, to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover brokerage firm or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment plan service provider engaged by the Company from the Employee to hold any shares of any such amounts, including from the Employee’s accounts Stock or from any other compensation, amounts acquired pursuant to the extent permissible under Section 409A Restricted Stock Units to re-convey, transfer or otherwise return such shares and/or other amounts to the Company upon the Company's enforcement of the CodeRecoupment Policies or compliance with applicable laws. No attempted or actual recovery of compensation as described in this Section 16 will be an event giving rise to the Grantee's right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, any Service Recipient.

Clawback/Recoupment. The Employee acknowledges and agrees that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To the extent the Clawback Policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensation, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback Policy, and any other policies that are adopted by the Company, whether to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise, or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to awards and the recovery of amounts relating thereto. By accepting this Award under the Plan and pursuant to this Agreement, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Code.

Clawback/Recoupment. The Employee acknowledges Performance Shares granted under this Agreement, and agrees any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the terms and conditions set forth in the PHINIA Inc. Compensation Recovery Policy (as amended and restated Company may adopt from time to time, the “Clawback Policy”) are incorporated in this Agreement by reference. To to the extent the Clawback Policy any such policy is applicable to the Employee, it may create additional rights for the Company with respect to the Employee’s Performance Stock Units and other applicable compensationParticipant, including, without limitation, annual cash incentive compensation awards granted to the Employee by the Company. Notwithstanding any provisions in this Agreement to the contrary, any equity compensation awards granted under the Plan and such other applicable compensation, including, without limitation, annual cash incentive compensation, will be subject to potential mandatory cancellation, forfeiture and/or repayment by the Employee to the Company to the extent the Employee is, or in the future becomes, subject to (a) any Company clawback or recoupment policy, including the Clawback ’s Compensation Recovery Policy, and any other policies that are adopted by the Company, whether designed to comply with the requirements of Rule 10D-1 promulgated under the Exchange Act, and the Company’s Compensation Reconciliation and Recoupment Policy, as well as any applicable lawsrecoupment provisions required under Applicable Laws. By accepting this Award, rulesParticipant acknowledges, regulationsagrees and consents to the Company’s application, stock exchange listing standards implementation and enforcement of (a) such recoupment policies with respect to all covered compensation received or otherwiseto be received by Participant, or to the extent applicable, and (b) any provision of Applicable Laws relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such recoupment policies (as applicable laws that impose mandatory clawback to Participant) or recoupment requirements under the circumstances set forth in such laws, including as Applicable Laws without further consent or action being required by Participant. For purposes of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002foregoing, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Participant expressly and Consumer Protection Act, or other applicable laws, rules, regulations or stock exchange listing standards, as may be in effect from time to time, and which may operate to create additional rights for explicitly authorizes (i) the Company with respect to awards issue instructions, on Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Shares and the recovery of any other amounts relating thereto. By accepting this Award acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and pursuant (ii) the Company’s recovery of any covered compensation through any method of recovery that the Company deems appropriate, including by reducing any amount that is or may become payable to Participant. Participant further agrees to comply with any request or demand for repayment by any Subsidiary in order to comply with such policies or Applicable Laws. To the extent that the terms of this AgreementAgreement and any Company recoupment policy conflict, the Employee consents to be bound by the terms of the Clawback Policy, if applicable, and agrees and acknowledges that the Employee is obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup this Award, any gains or earnings related to this Award, or any other applicable compensation, including, without limitation, annual cash incentive compensation, that is subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Such cooperation and assistance policy shall include, but is not limited to, executing, completing and submitting any documentation necessary to facilitate the recovery or recoupment by the Company from the Employee of any such amounts, including from the Employee’s accounts or from any other compensation, to the extent permissible under Section 409A of the Codeprevail.