Common use of Forfeiture and Recoupment Clause in Contracts

Forfeiture and Recoupment. (a) The PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs are subject to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by (a) cancelling any PRSUs which have not yet vested or been settled; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the PRSUs, including shares resulting from dividend equivalents; (c) recovering proceeds realized by the Participant on the sale of such Common Stock; (d) withholding compensation otherwise due to the Participant; (e) payment by the Participant; and/or (e) by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable. (b) By accepting the Award Grant and the terms of this Award Agreement, the Participant understands, acknowledges and accepts that the grant, shares of Common Stock issued under the Plan and proceeds realized by the Participant pursuant to the Plan are subject to the terms of the Recoupment Policy and the Corporation may seek recovery by any of the methods described in Section 19(a) or other such means determined appropriate under the terms of the Recoupment Policy.

Forfeiture and Recoupment. (a) The PRSUs options are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs options are subject to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by (a) cancelling any PRSUs options which have not yet vested or been settledexercised; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement exercise of the PRSUs, including shares resulting from dividend equivalentsoptions; (c) recovering proceeds realized by the Participant on the sale of such Common Stock; (d) withholding compensation otherwise due to the Participant; (e) payment by the Participant; and/or (e) by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable. (b) By accepting the Award Grant grant and the terms of this Award Agreement, the Participant understands, acknowledges and accepts that the grant, shares of Common Stock issued under the Plan and proceeds realized by the Participant pursuant to the Plan are subject to the terms of the Recoupment Policy and the Corporation may seek recovery by any of the methods described in Section 19(a17(a) or other such means determined appropriate under the terms of the Recoupment Policy.

Forfeiture and Recoupment. (a) The PRSUs RSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs RSUs are subject to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by (a) cancelling any PRSUs RSUs which have not yet vested or been settled; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the PRSUsRSUs, including shares resulting from dividend equivalents; (c) recovering proceeds realized by the Participant on the sale of such Common Stock; (d) withholding compensation otherwise due to the Participant; (e) payment by the Participant; and/or (e) by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable. (b) By accepting the Award Grant and the terms of this Award Agreement, the Participant understands, acknowledges and accepts that the grant, shares of Common Stock issued under the Plan and proceeds realized by the Participant pursuant to the Plan are subject to the terms of the Recoupment Policy and the Corporation may seek recovery by any of the methods described in Section 19(a20(a) or other such means determined appropriate under the terms of the Recoupment Policy.