Common use of Compensation Recovery Clause in Contracts

Compensation Recovery. The Grantee’s rights with respect to this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Recoupment Policy, as may be amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by Applicable Law, or as may be necessary to comply with Applicable Laws, rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly 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 Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under of its affiliates after the Recoupment Policy or recovery policy of Effective Date, the Company or otherwise under Applicable Lawsmay unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, ruleshowever, regulations or stock exchange listing standards, among other thingsregardless of whether the Company makes such a unilateral amendment, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to Executive shall be bound by any brokerage firm compensation recovery or stock plan service provider engaged clawback policy adopted by the Company to hold any shares of Common Stock or other amounts acquired pursuant to after the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will contrary, in the event that the Controlling Company is required to materially restate its financial results due to the Controlling Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be subject adopted by the Securities and Exchange Commission and are or become applicable to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Recoupment Policy, as may be amended from time to time (“Recoupment Policy”)the Committee may, whether or not such policy is mandated by Applicable Law, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to repay the Controlling Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Controlling Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not by way of limitation)requirements, the Grantee might be required to repay to the Company part and/or any compensation recovery or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery clawback policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged adopted by the Company to hold after the Effective Date, the Controlling Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Controlling Company makes such a unilateral amendment, the Executive shall be bound by any shares of Common Stock compensation recovery or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to clawback policy adopted by the Company upon after the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the three (3) years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under of its affiliates after the Recoupment Policy or recovery policy of Effective Date, the Company or otherwise under Applicable Lawsmay unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, ruleshowever, regulations or stock exchange listing standards, among other thingsregardless of whether the Company makes such a unilateral amendment, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to Executive shall be bound by any brokerage firm compensation recovery or stock plan service provider engaged clawback policy adopted by the Company to hold any shares of Common Stock or other amounts acquired pursuant to after the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that CAI is required to reductionmaterially restate its financial results due to CAI’s material noncompliance with any financial reporting requirement under Federal securities laws, cancellation, forfeiture, recoupment, reimbursement, excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or reacquisition under the Company’s Recoupment Policy, as such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)CAI, whether or not such policy is mandated by Applicable Lawthe Compensation Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire Feehan to pay CAI an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to Feehan pursuant to any incentive compensation program within the two years preceding the date on which CAI is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to Feehan under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Compensation Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of CAI, permitted by applicable law and acceptable to the Compensation Committee, and the Compensation Committee may provide for an offset to any future payments owed by Cash America to Feehan if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Compensation Committee shall not permit any such offset and may require immediate repayment by Feehan. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way of limitation)CAI after the Execution Date, the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if anyCAI may unilaterally amend this Section 11(m) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee such amendment shall be required to promptly repay binding on Feehan; provided, however, regardless of whether CAI makes such a unilateral amendment, Feehan shall be bound by any such excess amount to compensation recovery or clawback policy adopted by CAI after the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly 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 Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Execution Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Company may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Employee pursuant to any incentive compensation program with the two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Employee under the accounting restatement. Such repayment obligation shall be effective as of the date specified by the Company; provided, however, that if any such offset is prohibited under applicable law, the Company shall not permit such offset and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or claw back policy adopted by way of limitation)the Company, the Grantee might Company may unilaterally amend this Section and such amendment shall be required to repay to binding on the Employee; provided, however, regardless of whether the Company part or all of makes such a unilateral amendment, the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee Employee shall be required to promptly repay bound by any such excess amount to the Company. No compensation recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery claw back policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged adopted by the Company to hold any shares whether adopted before or after the date of Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12this Agreement.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Company may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Employee pursuant to any incentive compensation program with the two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Employee under the accounting restatement. Such repayment obligation shall be effective as of the date specified by the Company; provided, however, that if any such offset is prohibited under applicable law, the Company shall not permit such offset and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or claw back policy adopted by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or the Bank, the Employer may unilaterally amend this Section 21 and such amendment shall be binding on the Employee; provided, however, regardless of whether the Employer makes such a unilateral amendment, the Employee shall be bound by any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy compensation recovery or recovery clawback policy of adopted by the Company or otherwise under Applicable Lawsthe Bank, rules, regulations whether adopted before or stock exchange listing standards, among other things, after the Grantee expressly and explicitly 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 date of Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12this Agreement.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Company may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Employee pursuant to any incentive compensation program with the two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Employee under the accounting restatement. Such repayment obligation shall be effective as of the date specified by the Company; provided, however, that if any such offset is prohibited under applicable law, the Company shall not permit such offset and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way of limitation)the Company, the Grantee might Company may unilaterally amend this Section and such amendment shall be required to repay to binding on the Employee; provided, however, that regardless of whether the Company part or all of makes such a unilateral amendment, the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee Employee shall be required to promptly repay bound by any such excess amount to the Company. No compensation recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery clawback policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged adopted by the Company to hold any shares whether adopted before or after the date of Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12this Agreement.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Controlling Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Controlling Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Controlling Company, whether or not such policy is mandated by Applicable Lawthe Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to repay the Controlling Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the two years preceding the date on which the Controlling Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Controlling Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way of limitation)the Controlling Company after the Effective Date, the Grantee might be required to repay to the Controlling Company part or all of the shares of Common Stock (if any) that the Grantee receives under may unilaterally amend this PSA Agreement Section 8.8 and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee such amendment shall be required to promptly repay any binding on the Executive; provided, however, regardless of whether the Controlling Company makes such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other thingsa unilateral amendment, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to Executive shall be bound by any brokerage firm compensation recovery or stock plan service provider engaged clawback policy adopted by the Company to hold any shares of Common Stock or other amounts acquired pursuant to after the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that CAI is required to reductionmaterially restate its financial results due to CAI’s material noncompliance with any financial reporting requirement under Federal securities laws, cancellation, forfeiture, recoupment, reimbursement, excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or reacquisition under the Company’s Recoupment Policy, as such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)CAI, whether or not such policy is mandated by Applicable Lawthe Compensation Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to pay CAI an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the two years preceding the date on which CAI is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Compensation Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of CAI, permitted by applicable law and acceptable to the Compensation Committee, and the Compensation Committee may provide for an offset to any future payments owed by CAI or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Compensation Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not requirements, and/or any compensation recovery or clawback policy adopted by way CAI after the Effective Date, CAI may unilaterally amend this Section 12(n) and such amendment shall be binding on the Executive; provided, however, regardless of limitation)whether CAI makes such a unilateral amendment, the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee Executive shall be required to promptly repay bound by any such excess amount to compensation recovery or clawback policy adopted by CAI after the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly 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 Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to Notwithstanding anything in this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject contrary, in the event that the Company is required to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under materially restate its financial results due to the Company’s Recoupment Policymaterial noncompliance with any financial reporting requirement under Federal securities laws, as excluding a restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be amended from time adopted by the Securities and Exchange Commission and are or become applicable to time (“Recoupment Policy”)the Company, whether or not such policy is mandated by Applicable Lawthe Committee may, in its discretion or as may be necessary to comply with Applicable Lawsapplicable law, rulesrequire the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, regulations issued or granted to the Executive pursuant to any incentive compensation program within the two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Controlling Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing standards. For example (but not by way of limitation)requirements, the Grantee might be required to repay to the Company part and/or any compensation recovery or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined clawback policy adopted by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Controlling Company or any Affiliate. To satisfy any recoupment obligation arising under of its affiliates after the Recoupment Policy or recovery policy of Effective Date, the Company or otherwise under Applicable Lawsmay unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, ruleshowever, regulations or stock exchange listing standards, among other thingsregardless of whether the Company makes such a unilateral amendment, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to Executive shall be bound by any brokerage firm compensation recovery or stock plan service provider engaged clawback policy adopted by the Company to hold any shares of Common Stock or other amounts acquired pursuant to after the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12Effective Date.

Compensation Recovery. The Grantee’s rights with respect to this PSA RSU Agreement and the Award RSUs Awarded (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the AwardRSUs Awarded) will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Recoupment Policy, as may be amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by Applicable Law, or as may be necessary to comply with Applicable Laws, rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA RSU Agreement and to forfeit some or all of the Award RSUs Awarded at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA RSU Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly 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 Common Stock or other amounts acquired pursuant to the Award RSUs Awarded to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12...