Common use of Recoupment Clause in Contracts

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) deduct the amount Company to be recouped hereunder from issue instructions, on the compensation Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other payments due amounts to the Executive from the Company, or Company and (ii) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of the recoupment policy shall prevail.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right to recoupment policy (i) deduct the amount to be recouped hereunder from the compensation or other payments due as applicable to the Executive from Participant) or applicable law without further consent or action being required by the CompanyParticipant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (x) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of the recoupment policy shall prevail.

Recoupment. (aWithout limiting Section 14(q) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossProgram, the Executive Units, any Shares issued upon settlement of the Units and any proceeds therefrom shall repay be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companycurrently in effect, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that as may be adopted by the Company does not waive its right to seek recoupment comply with applicable law and/or the rules and regulations of any bonuses and payments as described under this Section 11 for failure to demand repayment the securities exchange or reduce inter-dealer quotation system on which the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights Shares are listed or remedies that the Company may have under law or in equityquoted, including, without limitation, any rights pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company may have under to facilitate the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other agreement service provider or arrangement related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the Executive.provisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Units to re- convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination” (or

Recoupment. This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (ai) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Adjustments In the event of a restatement stock split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Legends All share certificates representing the Stock issued in connection with this Grant shall, where applicable, have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the Company’s consolidated financial statements Commonwealth of Massachusetts, other than any conflicts or choice of law rule or principle that reduces previously reported net income might otherwise refer construction or increases previously reported net lossinterpretation of this Agreement to the substantive law of another jurisdiction. Other Agreements You agree, as a condition of this grant, that you will execute such documents as necessary to become a party to any stockholder agreement or voting trust as the Company may require. Data Privacy To administer the Plan, the Executive shall repay Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any portion of any bonus and other compensation received by the Executive, the grant of which was tied such personal data. You also give explicit consent to the achievement of one or more specific financial targetsCompany to transfer any such personal data outside the country in which you work, including, with respect to the period for which such financial statements are or will be restatednon-U.S. resident grantees, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the CompanyUnited States, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both transferees who will include the Company and other persons who are designated by the Executive. (c) Company to administer the Plan. Consent to Electronic Delivery The rights contained Company may choose to deliver certain statutory materials relating to the Plan in electronic form. By accepting this Section 11 shall be in addition togrant, and shall not limit, any other rights or remedies you agree that the Company may have under law or deliver the Plan prospectus and the Company’s annual report to you in equityan electronic format. If at any time you would prefer to receive paper copies of these documents, includingas you are entitled to, without limitation, any rights the Company may would be pleased to provide copies. Please contact the Secretary of the Company to request paper copies of these documents. The Plan The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this grant of Restricted Stock. Any prior agreements, commitments or negotiations concerning this grant are superseded. Code Section 409A The Grant is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, neither the Company, the Bank, their Affiliates, the Board, nor the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A and neither the ▇▇▇▇Company, the Bank, their Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. The Retention Shares are subject to the Time-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveBased Vesting Requirements set forth below.

Recoupment. (a) In the event of a restatement of the Company’s 's consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, with respect to any bonus or other compensation the grant of which was calculated using a specific preset formula based on the achievement of one or more specific financial targets, the Executive shall repay to the Company any the portion of any bonus and other compensation received by the ExecutiveExecutive (net of any federal, the grant of which was tied to the achievement of one state, local or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether other taxes that the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received has paid on such bonus or other compensation which may not be recouped in connection with such repayment) that the Executive would not have received as a result of the application of the specific preset formula to such restatement (or portion thereofthe “Recoupment Amount”). In the event the Company is entitled to recoupment under this Section 1112, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Amount. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Amount, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the CompanyCompany (other than from compensation or other payments that are deferred compensation under Section 409A of the Code to the extent such deduction would result in penalty taxes to the Executive on account of Section 409A of the Code), or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. Except as required by law, the provisions of this Section 12(a) shall override any clawback or recoupment policy that the Company may adopt from time to time. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive. (d) Anything in this Agreement to the contrary notwithstanding, in the event of a Change in Control, the Company shall not have the right to clawback or recoup compensation paid or granted prior to the Change in Control.

Recoupment. (a) In the event of a restatement of the CompanyParent’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Effective Date), subject to the Parent’s Board’s good faith determination that reduces previously reported net income or increases previously reported net lossrecoupment from the Executive is appropriate and justified based on the facts, the Parent’s Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any annual bonus and other compensation received by the ExecutiveExecutive (net of any federal, state, local or other taxes that the grant of which was tied to Executive has paid on such annual bonus if such repayment does not occur in the achievement of one or more specific financial targetssame taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such annual bonus or other compensation (or portion thereof). In the event the Company is and its Affiliates are entitled to to, and seek, recoupment under this Section 114.12, the Executive shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup and as to which the Company and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the Company and its Affiliates shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company, Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 4.12 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveExecutive to which the Executive has consented, or as permitted by law.

Recoupment. (a) In the event of a restatement material inaccuracy in the Employer’s or FR’s statements of the Company’s consolidated financial statements earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Employer shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other incentive compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restatedmaterially inaccurate, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatementmaterial inaccuracy, if, as a result of such restatementmaterial inaccuracy, the Executive otherwise would not have received such bonus or other incentive compensation (or portion thereof). In the event the Company Employer is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such bonus or other reimbursement) of such incentive compensation which the Company Employer is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other incentive compensation which the Company Employer is entitled to recoup and as to which the Employer seeks recoupment hereunder, the Executive acknowledges and agrees that the Company Employer shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. The Employer’s right of recoupment pursuant to this Section 12 shall apply only if the demand for recoupment is made not later than three (3) years following the payment of applicable incentive compensation. (b) The Executive acknowledges that the Company does not waive its right to Employer must seek recoupment of any bonuses and such payments as described under this from the Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive12(a). (c) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In The Performance Units granted pursuant to this Agreement are subject to the event of a restatement of terms and conditions contained in the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossCompensation Recovery Policy adopted on October 17, 2023 (as such policy may be amended from time to time, the Executive shall repay to “Recoupment Policy”), which permits the Company any to recoup all or a portion of incentive-based compensation made or granted to certain employees of the Company or any bonus of its Subsidiaries upon the occurrence of certain events described therein, and other compensation received the Performance Units granted pursuant to this Agreement may become subject to any clawback policy that may be adopted by the ExecutiveCompany in the future, including without limitation any such policy or amended version of the grant Recoupment Policy required to comply with the final rules of which was tied to the achievement of one or more specific financial targets, Securities and Exchange Commission and/or Nasdaq listing standards with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled recoupment adopted pursuant to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the Recoupment Policy, together with any such other policies, each a “Policy” and collectively, the “Policies”). In the event that the Performance Units (and any other shares of Common Stock, property or cash) granted or issued to the Grantee pursuant to this Agreement are or become subject to recoupment pursuant to a Policy, the Company may utilize any method of recovery specified in any such Policy in connection with any award recoupments required or permitted under any such Policy. By acceptance of the grant of the Performance Units granted under this Agreement, the Grantee agrees that any performance-based vesting equity awards granted to the Grantee pursuant to any agreement previously entered into by the Grantee and the Company, including any performance units awarded to the Grantee prior to the date hereof, shall be subject to recoupment policy or other agreement or arrangement with under the ExecutiveRecoupment Policy and pursuant to any Policy that the Company’s board of directors adopts following the date hereof.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the CompanyParent’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Employment Commencement Date), subject to the Parent’s Board’s good faith determination that reduces previously reported net income or increases previously reported net lossrecoupment from the Executive is appropriate and justified based on the facts, the Parent’s Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any annual bonus and other compensation received by the ExecutiveExecutive (net of any federal, state, local or other taxes that the grant of which was tied to Executive has paid on such annual bonus if such repayment does not occur in the achievement of one or more specific financial targetssame taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such annual bonus or other compensation (or portion thereof). In the event the Company is and its Affiliates are entitled to to, and seek, recoupment under this Section 114.12, the Executive shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup and as to which the Company and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the Company and its Affiliates shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company, Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 4.12 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveExecutive to which the Executive has consented, or as permitted by law.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges,agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right to recoupment policy (i) deduct the amount to be recouped hereunder from the compensation or other payments due as applicable to the Executive from Participant) or applicable law without further consent or action being required by the CompanyParticipant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (x) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of the recoupment policy shall prevail.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossstatements, the Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the ExecutiveExecutive the payment, the grant or vesting of which was tied to the achievement of one or more specific financial performance targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation would not have been paid, granted or vested if based on the restated financial statements for the applicable period; provided, that such actions are commensurate with those actions taken with respect to other senior executives of the Company who are or were similarly situated. This Section 10(a) shall become ineffective at such time as the Company adopts a clawback policy pursuant to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be adjusted to take into account any taxes that the Executive has already paid. The Company shall be permitted to request any recoupment at any time within the Employment Period or portion thereoffor three years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). . (b) In the event the Company is entitled to to, and seeks, recoupment under this Section 1110, the Executive shall promptly no later than 60 days following the request reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event If the Executive fails to make prompt reimbursement pay such reimbursement, to the extent permitted by applicable law and in a manner that does not trigger taxes or penalties under Section 409A of any such bonus or other compensation which the Company is entitled to recoup hereunderCode, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 11 10 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 10 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right to recoupment policy (i) deduct the amount to be recouped hereunder from the compensation or other payments due as applicable to the Executive from Participant) or applicable law without further consent or action being required by the CompanyParticipant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (x) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of the recoupment policy shall prevail.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Execution Date of this Agreement) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). . (b) In the event that the Executive’s employment is terminated by the Executive prior to December 1, 2012 other than for Good Reason in breach of this Agreement, the Executive shall repay the Re-signing Bonus to the Company promptly upon written request from the Company. (c) In the event the Company is entitled to to, and seeks, recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation amounts and as to which the Company is entitled to recoup seeks recoupment hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (bd) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (ce) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to (ai) any Company or Bank “clawback” or recoupment policy or (ii) any law, rule, or regulation that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or law, rule, or regulation. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you will reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance. Adjustments In the event of a restatement stock split, a dividend or a similar change in the Shares, the number of Shares covered by this grant may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Legends All share certificates representing the Stock issued in connection with this Grant shall, where applicable, have endorsed thereon the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” Applicable Law This Agreement will be interpreted and enforced under the laws of the Company’s consolidated financial statements Commonwealth of Massachusetts, other than any conflicts or choice of law rule or principle that reduces previously reported net income might otherwise refer construction or increases previously reported net lossinterpretation of this Agreement to the substantive law of another jurisdiction. Other Agreements You agree, as a condition of this grant, that you will execute such documents as necessary to become a party to any stockholder agreement or voting trust as the Company may require. Data Privacy To administer the Plan, the Executive shall repay Company may process personal data about you. Such data includes, but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this grant, you give explicit consent to the Company to process any portion of any bonus and other compensation received by the Executive, the grant of which was tied such personal data. You also give explicit consent to the achievement of one or more specific financial targetsCompany to transfer any such personal data outside the country in which you work, including, with respect to the period for which such financial statements are or will be restatednon-U.S. resident grantees, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the CompanyUnited States, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both transferees who will include the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that persons who are designated by the Company may have under law or in equity, including, without limitation, any rights to administer the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutivePlan.

Recoupment. (aWithout limiting Section 14(q) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossProgram, the Executive Option, any Shares issued upon exercise of the Option and any proceeds therefrom shall repay be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companycurrently in effect, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that as may be adopted by the Company does not waive its right to seek recoupment comply with applicable law and/or the rules and regulations of any bonuses and payments as described under this Section 11 for failure to demand repayment the securities exchange or reduce inter-dealer quotation system on which the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights Shares are listed or remedies that the Company may have under law or in equityquoted, including, without limitation, any rights pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company may have under to facilitate the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other agreement service provider or arrangement related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the Executiveprovisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Option to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee.

Recoupment. (a) In the event of a restatement of the Company’s consolidated 's financial statements that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, the grant or vesting of which was tied to expressly conditioned on the achievement of one or more specific financial targets, performance targets with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 112.8, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such reimbursement) of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its Company's right of recoupment pursuant to seek recoupment of any bonuses and payments as described under this Section 11 for failure 2.8 shall not apply to demand repayment compensation which was paid or reduce the payments made which became vested, as applicable, more than three years prior to the Executiveearlier of the first public issuance or first filing with the Securities and Exchange Commission of the applicable restatement of financial statements. Any such waiver of the Company's right of recoupment must be done in a writing that is signed by both the Company and the Executive. (cb) The rights contained in this Section 11 2.8 shall be in addition to, and shall not limit, but shall not duplicate any recoupment pursuant to, any other rights or remedies that the Company may have under law law, in equity or in equityotherwise, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. As an additional condition of receiving the Award, the Participant agrees that the Incentive Stock Awards whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Incentive Stock Awards (aand any proceeds therefrom) In may be subject to recoupment to the event of a restatement of extent required (i) under the Company’s consolidated financial statements that reduces previously reported net income clawback policies in effect as of the date of this Agreement, or increases previously reported net loss, the Executive shall repay to the Company extent adopted following the date of this Agreement any portion similar policy applicable to circumstances where the Participant engages in misconduct, fraud, a violation of any bonus and law or other compensation received by the Executivesimilar circumstances, the grant of which was tied to the achievement of one or more specific financial targetsand, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifeach case, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled they may be amended from time to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companytime, or (ii) under applicable laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to take satisfy any recoupment obligation arising under the Recoupment Policy, among other things, the Participant expressly and explicitly authorize the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Incentive Stock Awards to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to the Participant’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Affiliate and/or the Employer. Omnibus Equity Incentive Plan - ISA Agreement - 8 Rev June 2025 Language. By participating in the Plan, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English to allow the Participant to understand the terms and conditions of this Agreement and Plan. If the Participant has received this Agreement or any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made document related to the Executive. Any such waiver must be done in Plan translated into a writing that language other than English and if the meaning of the translated version is signed different than the English version, the English version will control, unless otherwise requirede by both the Company and the Executiveapplicable law. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Execution Date of this Agreement) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that reduces previously reported net income or increases previously reported net lossthe foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Executive terms and provisions of this Agreement shall repay be deemed automatically amended from time to time to assure compliance with the Company any portion of any bonus ▇▇▇▇ ▇▇▇▇▇ Act and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will rules and regulation as hereafter may be restated, regardless of whether the Executive engaged adopted and in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to to, and seeks, recoupment under this Section 1128, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that . This Agreement is executed and delivered on the Company does not waive its right to seek recoupment of any bonuses day and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executiveyear first above written. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the By: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Its: Chairman of the Board of Directors and Consumer Protection Act Chair of the Compensation Committee of the Board of Directors ▇▇▇ ▇▇▇▇▇▇▇ Executive will be eligible to participate in the Rainmaker Systems, Inc. Corporate Bonus Plan, which was established in 2009 for the benefit of our executive officers. The Corporate Bonus Plan is generally structured as follows, with changes made from year-to-year to reflect changing business needs and competitive circumstances: • At the beginning of each fiscal year, our CEO and CFO recommend quarterly and annual financial performance targets, as discussed below, subject to the approval of the Compensation Committee. • At the close of each quarter of the fiscal year, the Compensation Committee assesses the Company’s performance against the pre-established quarterly metrics. Provided that the Company achieves at least 80 percent of its quarterly goals, the executive officers receive after the close of such quarter a bonus based on their individual payout target percentage and the weighted value of the applicable goal. • Similarly, at the close of the fiscal year, the Compensation Committee assesses the Company’s performance against the pre-established annual metrics. Provided that the Company achieves at least 80 percent of its annual goals, the executive officers receive after the close of the fiscal year a bonus based on their individual payout target percentage and the weighted value of the applicable goal. The Corporate Bonus Plan provides for cash bonuses to be paid quarterly and annually when the predetermined performance targets are achieved. The amount of the quarterly and annual bonuses that the Company pays to its executive officers participating in the plan is determined by a formula that weighs the Company’s quarterly and annual achievement of the pre-established goals. A bonus is only paid in the event the Company achieves at least 80 percent of its performance target (i.e., the executive would receive 80% of the applicable bonus payment relating to such performance target for such quarter or year, as applicable). If the Company’s performance for any other measure falls between 80 percent and 100 percent, then the Company recoupment policy or other agreement or arrangement interpolates to determine the applicable payout percentage. If the Company’s performance for any measure exceeds 100 percent, the bonus amount payable to each such officer in respect of such component of the bonus formula shall be increased by 1% for each whole 1% increment achieved above such 100% attainment up to an incremental maximum of 20%. For the 2013 calendar year, Executive shall be eligible, beginning in the second quarter of 2013, for a quarterly and annual bonus of up to 75% of base salary in the aggregate, determined by reference to the Company’s performance against the following quarterly and annual performance targets, with the Executiveweights assigned to each performance target also set forth below. • Quarterly net revenue or ▇▇▇▇▇▇▇▇ (as determined by the compensation committee) (40% weighting); Exhibit A • Quarterly EBITDA or Adjusted Cash Flow (as determined by the Compensation Committee) (40% weighting); and • Annual Net Promoter Score (“NPS”) and Employee Net Promoter Score (“eNPS”) (20% weighting). The following definitions and guidelines shall apply to the 2013 bonus methodology and payments set forth in this Exhibit A: 2013 performance targets for quarterly net revenue, quarterly EBITDA (or quarterly Adjusted Cash Flow, as the case may be), NPS and eNPS will be subject to the approval of the Compensation Committee.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossstatements, the Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the ExecutiveExecutive the payment, the grant or vesting of which was tied to the achievement of one or more specific financial performance targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation would not have been paid, granted or vested based on the restated financial statements for the applicable period; provided, that such actions are commensurate with those actions taken with respect to other senior executives of the Company who are or were similarly situated. This Section 12(a) shall become ineffective at such time as the Company adopts a clawback policy pursuant to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be reduced by any un-refundable taxes paid thereon by the Executive. The Company shall be permitted to request any recoupment at any time within the Employment Period or portion thereoffor three (3) years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). . (b) In the event the Company is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly shall, no later than sixty (60) days following the request, reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event If the Executive fails to make prompt reimbursement pay such reimbursement, to the extent permitted by applicable law and not in violation of any such bonus or other compensation which Section 409A of the Company is entitled to recoup hereunderCode, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 11 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements occurring after the Effective Date that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, the grant or vesting of which was tied to the achievement of one or more specific financial targets, performance targets with respect to the period for which such financial statements are or will be restated, regardless of whether and the Executive engaged in any misconduct that caused or was at fault or responsible in any way materially contributed to the need for causing the restatement, and if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 1110(h), the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, notwithstanding Section 6 of this Agreement, the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 10(h) for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) . The rights contained in this Section 11 10(h) shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive. Notwithstanding the above, this Section 10(h) shall apply only to compensation granted or vesting not later than three (3) years following the date on which the financial statements which are subsequently restated were originally filed with the Securities and Exchange Commission.

Recoupment. As an additional condition of receiving the Award, the Participant agrees that the Incentive Stock Awards whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Incentive Stock Awards (aand any proceeds therefrom) In may be subject to recoupment to the event of a restatement of extent required (i) under the Company’s consolidated financial statements that reduces previously reported net income clawback policies in effect as of the date of this Agreement, or increases previously reported net loss, the Executive shall repay to the Company extent adopted following the date of this Agreement any portion similar policy applicable to circumstances where the Participant engages in misconduct, fraud, a violation of any bonus and law or other compensation received by the Executivesimilar circumstances, the grant of which was tied to the achievement of one or more specific financial targetsand, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifeach case, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled they may be amended from time to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companytime, or (ii) under applicable laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to take satisfy any recoupment obligation arising under the Recoupment Policy, among other things, the Participant expressly and explicitly authorize the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Incentive Stock Awards to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary, Affiliate and/or the Employer. Language. By participating in the Plan, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English to allow the Participant to understand the terms and conditions of this Agreement and Plan. If the Participant has received this Agreement or any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made document related to the Executive. Any such waiver must be done in Plan translated into a writing that language other than English and if the meaning of the translated version is signed different than the English version, the English version will control, unless otherwise requirede by both the Company and the Executiveapplicable law. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. If the Company is required to file an accounting restatement with the U.S. Securities and Exchange Commission due to the material noncompliance of the Company with applicable securities law financial reporting requirements, Employee shall reimburse the Company for: (a) In the event The excess, if any, of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay to the Company any portion of (i) any bonus and or other incentive-based or equity-based compensation received by Employee from the Executive, Company following the grant first filing with the U.S. Securities and Exchange Commission of which was tied to the achievement of one or more specific financial targets, with respect to the period for which document embodying such financial statements are or will be restated, regardless of whether the Executive engaged in reporting requirement (and if any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation has been earned but not paid, it shall be forfeited) over (or portion thereof). In ii) the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion amount of such bonus or other incentive-based or equity-based compensation which as would have been payable to Employee under the Company applicable plan or award had such accounting restatement been the first such filing; provided that the reimbursement described in this paragraph (a) shall apply only if and to the extent that one of clauses (x) or (y) applies, being (x) if the restatement is entitled due to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunderEmployee’s personal misconduct, the Executive acknowledges reimbursement described in this paragraph (a) shall apply only to compensation paid within 60 months following the first such filing which contains the financial statement which is ultimately restated and agrees that (y) if the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments restatement is not due to Employee’s personal misconduct, the Executive from reimbursement described in this paragraph (a) shall apply only to compensation paid within 24 months following the Company, or (ii) to take any other appropriate action to recoup first such payments.filing which contains the financial statement which is ultimately restated; and (b) The Executive acknowledges that Any gains realized by Employee from the sale of securities of the Company does not waive its right during the 12-month period following the first filing with the U.S. Securities and Exchange Commission of the financial document embodying such financial reporting requirement; provided, (i) this paragraph (b) shall apply only if such restatement is due to seek recoupment of any bonuses Employee’s personal misconduct, and payments as described (ii) the amount, if any, payable under this paragraph (b) shall be reduced by any amount Employee pays to any person other than the Company (including to any governmental authority) as compensation for any loss incurred in connection with such sale of securities. This Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done 24 shall interpreted in a writing that is signed by both the Company manner consistent with rulings, governmental pronouncements, regulations, court decisions and the Executive. (c) The rights contained in this like interpreting Section 11 shall be in addition to, and shall not limit, any other rights or remedies that 304 of the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Act of 2002; provided that the Company and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveEmployee acknowledge that this Section 24 is broader than such Section 304.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossstatements, the Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the ExecutiveExecutive the payment, the grant or vesting of which was tied to the achievement of one or more specific financial performance targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation would not have been paid, granted or vested if based on the restated financial statements for the applicable period; provided, that such actions are commensurate with those actions taken with respect to other senior executives of the Company who are or were similarly situated. This Section 11(a) shall become ineffective at such time as the Company adopts a clawback policy pursuant to the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be adjusted to take into account any taxes that the Executive has already paid. The Company shall be permitted to request any recoupment at any time within the Employment Period or portion thereoffor three (3) years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). . (b) In the event the Company is entitled to to, and seeks, recoupment under this Section 11, the Executive shall promptly no later than sixty (60) days following the request reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event If the Executive fails to make prompt reimbursement pay such reimbursement, to the extent permitted by applicable law and not in violation of any such bonus or other compensation which Section 409A of the Company is entitled to recoup hereunderCode, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention LEGAL27977079.2 that reduces previously reported net income or increases previously reported net lossthe foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Executive terms and provisions of this Agreement shall repay be deemed automatically amended from time to time to assure compliance with the Company any portion of any bonus ▇▇▇▇ ▇▇▇▇▇ Act and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will rules and regulation as hereafter may be restated, regardless of whether the Executive engaged adopted and in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to to, and seeks, recoupment under this Section 1128, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that . This Agreement is executed and delivered on the Company does not waive its right to seek recoupment of any bonuses day and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executiveyear first above written. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇ Street Reform ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Compensation Committee of the Board of Directors Date Date LEGAL27977079.2 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (1) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executiveis unenforceable.

Recoupment. (a) In The Performance Units granted pursuant to this Agreement are subject to the event of a restatement of terms and conditions contained in the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossCompensation Clawback Policy adopted on January 19, 2021 (as such policy may be amended from time to time, the Executive shall repay to “Recoupment Policy”), which permits the Company any to recoup all or a portion of incentive-based compensation made or granted to certain employees of the Company or any bonus of its Subsidiaries upon the occurrence of certain events described therein, and other compensation received the Performance Units granted pursuant to this Agreement may become subject to any clawback policy that may be adopted by the ExecutiveCompany in the future, including without limitation any such policy or amended version of the grant Recoupment Policy required to comply with the final rules of which was tied to the achievement of one or more specific financial targets, Securities and Exchange Commission and/or Nasdaq listing standards with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled recoupment adopted pursuant to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the Recoupment Policy, together with any such other policies, each a “Policy” and collectively, the “Policies”). In the event that the Performance Units (and any other shares of Common Stock, property or cash) granted or issued to the Grantee pursuant to this Agreement are or become subject to recoupment pursuant to a Policy, the Company may utilize any method of recovery specified in any such Policy in connection with any award recoupments required or permitted under any such Policy. By acceptance of the grant of the Performance Units granted under this Agreement, the Grantee agrees that any performance-based vesting equity awards granted to the Grantee pursuant to any agreement previously entered into by the Grantee and the Company, including any performance units awarded to the Grantee prior to the date hereof, shall be subject to recoupment policy or other agreement or arrangement with under the ExecutiveRecoupment Policy and pursuant to any Policy that the Company’s board of directors adopts following the date hereof.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). . (b) In the event that the Executive’s employment is terminated by the Executive prior to January 25, 2013 other than for Good Reason in breach of this Agreement, the Executive shall repay the Re-signing Bonus to the Company promptly upon written request from the Company. (c) In the event the Company is entitled to to, and seeks, recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation amounts which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation amounts and as to which the Company is entitled to recoup seeks recoupment hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (bd) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments amounts as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (ce) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. Notwithstanding the terms regarding vesting and forfeitability herein or in the Plan, Participant acknowledges and agrees that, as a condition of the grant of PRSUs hereunder, all or a portion of the PRSUs granted hereunder will be forfeited, and any Stock acquired upon the vesting of such PRSUs (aand any proceeds from the disposition of all or portion of such Stock) In will be subject to recoupment, in the discretion of the Committee, in the event of a restatement of that: (i) the CompanyCommittee determines that Participant materially breaches Participant’s consolidated financial statements that reduces previously reported net income employment or increases previously reported net loss, the Executive shall repay post-employment obligations to the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, its Affiliates; or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that forfeiture event set forth in any incentive compensation clawback or recoupment policy approved by the Company does not waive its right (including any policy approved to seek recoupment comply with the listing standards of any bonuses and payments national securities exchange or association on which the Stock is listed or as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed otherwise required by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law) occurs. Participant further acknowledges and agrees that the adoption or amendment of any such clawback or recoupment policy on or after the date the PRSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and seeks, recoupment under this paragraph, Participant shall promptly reimburse the amount to which the Company is entitled to recoup hereunder. In the event Participant fails to make prompt reimbursement of any such amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, Participant acknowledges and agrees that the Company shall have the right to (i) deduct such amount from the compensation or other payments due to Participant from the Company or its Affiliates or (ii) to take any other appropriate action to recoup such amount. The rights contained in this paragraph shall be in addition to, and shall not limit, any other rights or remedies that the Company recoupment policy or its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other agreement or arrangement with the ExecutiveParticipant to which the Participant has consented, or as permitted by law.

Recoupment. (a) In the event of that the Company is required to prepare a restatement of Restatement (as such term is defined in Section 6.3), then the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay Board may require Participant to pay to the Company in cash any financial gain Participant realized from exercising all or a portion of any bonus and the Option during the three completed fiscal years preceding the earlier of: (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement; or (ii) the date a court, regulator, or other compensation received legally authorized body directs the Company to prepare a Restatement. For purposes of this Section 6.2, “financial gain” shall equal the sum of (x) for Shares that have been sold in conjunction with the exercise of the Option prior to the date of recoupment, the Fair Market Value per Share on the date of exercise minus the exercise price, multiplied by the Executive, number of Shares sold and (y) for Shares that were held in conjunction with the grant exercise of which was tied the Option but were subsequently sold prior to the achievement date of one or more specific financial targetsrecoupment, any capital gain on the sale of the Shares and (z) any and all dividends paid to Participant with respect to the period for which such financial statements are or will be restated, regardless of whether Shares purchased pursuant to the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)exercise. In the event that as of the date of recoupment Participant holds Shares obtained through the exercise of the Option under this Grant Notice and Agreement, then the Board may require Participant to surrender the Shares to the Company is entitled at the exercise price. By accepting this Option, Participant hereby acknowledges, agrees and authorizes the Company to recoupment reduce any amounts owed by any Company Group Member (including amounts owed as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by any Company Group Member), by the amounts Participant owes to the Company under this Section 11, 6.2. To the Executive shall promptly reimburse the portion of extent such bonus or other compensation which amounts are not recovered by the Company is entitled through such set-off, Participant agrees to recoup hereunder. In the event the Executive fails pay such amounts immediately to make prompt reimbursement of any such bonus or other compensation which the Company upon demand. This right of set-off is entitled in addition to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have against Participant for Participant’s breach of this Agreement or any other agreement. Participant’s obligations under law or in equity, including, without limitation, this Section 6.2 shall be cumulative (but not duplicative) of any rights the Company similar obligations Participant may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and pursuant to this Agreement or any other agreement with any Company recoupment policy or other agreement or arrangement with the ExecutiveGroup Member.

Recoupment. Notwithstanding the terms regarding vesting and forfeitability herein or in the Plan, Participant acknowledges and agrees that, as a condition of the grant of RSUs hereunder, all or a portion of the RSUs granted hereunder will be forfeited, and any Stock acquired upon the vesting of such RSUs (aand any proceeds from the disposition of all or portion of such Stock) In will be subject to recoupment, in the discretion of the Committee, in the event of a restatement of that: (i) the CompanyCommittee determines that Participant materially breaches Participant’s consolidated financial statements that reduces previously reported net income employment or increases previously reported net loss, the Executive shall repay post-employment obligations to the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, its Affiliates; or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that forfeiture event set forth in any incentive compensation clawback or recoupment policy approved by the Company does not waive its right (including any policy approved to seek recoupment comply with the listing standards of any bonuses and payments national securities exchange or association on which the Stock is listed or as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed otherwise required by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or other applicable law) occurs. Participant further acknowledges and agrees that the adoption or amendment of any such clawback or recoupment policy on or after the date the RSUs are granted hereunder shall in no event require the prior consent of Participant. In the event the Company is entitled to, and seeks, recoupment under this paragraph, Participant shall promptly reimburse the amount to which the Company is entitled to recoup hereunder. In the event Participant fails to make prompt reimbursement of any such amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, Participant acknowledges and agrees that the Company shall have the right to: (i) deduct such amount from the compensation or other payments due to Participant from the Company or its Affiliates; or (ii) to take any other appropriate action to recoup such amount. The rights contained in this paragraph shall be in addition to, and shall not limit, any other rights or remedies that the Company recoupment policy or its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under any other agreement or arrangement with the ExecutiveParticipant to which the Participant has consented, or as permitted by law.

Recoupment. (a) In the event of a restatement of the CompanyParent’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Employment Commencement Date), subject to the Parent’s Board’s good faith determination that reduces previously reported net income or increases previously reported net lossrecoupment from the Executive is appropriate and justified based on the facts, the Executive Parent’s Board shall repay to have the right, in a manner consistent with other senior executives of the Company and its Affiliates, to take appropriate action to recoup from the Executive any portion of any bonus and other compensation received by the ExecutiveExecutive (net of any federal, state, local or other taxes that the grant of which was tied to Executive has paid on such annual bonus if such repayment does not occur in the achievement of one or more specific financial targetssame taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such annual bonus or other compensation (or portion thereof). In the event the Company is and its Affiliates are entitled to to, and seek, recoupment under this Section 114.13, the Executive shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup and as to which the Company and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the Company and its Affiliates shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company, Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 4.13 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveExecutive to which the Executive has consented, or as permitted by law.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, the grant or vesting of which was tied to expressly conditioned on the achievement of one or more specific financial targets, performance targets with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 112.8, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such reimbursement) of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its Company’s right of recoupment pursuant to seek recoupment of any bonuses and payments as described under this Section 11 for failure 2.8 shall not apply to demand repayment compensation which was paid or reduce the payments made which became vested, as applicable, more than three years prior to the Executiveearlier of the first public issuance or first filing with the Securities and Exchange Commission of the applicable restatement of financial statements. Any such waiver of the Company’s right of recoupment must be done in a writing that is signed by both the Company and the Executive. (cb) The rights contained in this Section 11 2.8 shall be in addition to, and shall not limit, but shall not duplicate any recoupment pursuant to, any other rights or remedies that the Company may have under law law, in equity or in equityotherwise, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) 18.1 In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss(beginning with the financial statements for the quarterly period ending December 31, 2010), the Executive Company shall repay have the right to take appropriate action to recoup from the Company Employee any portion of any bonus and other equity or non-equity compensation received by the Executive, Employee the grant of which was tied to the achievement of one or more specific financial performance targets, with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether the Executive Employee engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive he otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 11Clause 18, the Executive Employee shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is entitled to recoup hereunder. In the event the Executive Employee fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive Employee acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive Employee from the Company, Company or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. For purposes of this Clause 18, the Recoupment Amount shall be calculated on an after-tax basis unless such restatement results from the Employee’s misconduct within the meaning of Section 304 of the U.S. ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (b) 18.2 The Executive Employee acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments Recoupment Amount as described under this Section 11 Clause 18 for failure to demand repayment or reduce the payments made to the ExecutiveEmployee. Any such waiver must be done in a writing that is signed by both the Company and the ExecutiveEmployee. (c) 18.3 The rights contained in this Section 11 Clause 18 shall be in addition to, and shall not limit, any other rights or remedies that the Company MF Global Group may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company MF Global Group recoupment policy or other agreement or arrangement with the ExecutiveEmployee.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention that reduces previously reported net income or increases previously reported net lossthe foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Executive terms and provisions of this Agreement shall repay be deemed automatically amended from time to time to assure compliance with the Company any portion of any bonus ▇▇▇▇ ▇▇▇▇▇ Act and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will rules and regulation as hereafter may be restated, regardless of whether the Executive engaged adopted and in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to to, and seeks, recoupment under this Section 1128, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that . This Agreement is executed and delivered on the Company does not waive its right to seek recoupment of any bonuses day and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executiveyear first above written. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the By: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform Its: Chairman of the Board of Directors and Consumer Protection Act Chair of the Compensation Committee of the Board of Directors LEGAL25589758.1 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LEGAL25589758.1 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and any other Company recoupment policy or other agreement or arrangement with the Executiveis unenforceable.

Recoupment. (a) In the event of a restatement of the CompanyParent’s consolidated financial statements (beginning with the financial statements for the first full quarterly period ending after the Employment Commencement Date), subject to the Parent’s Board’s good faith determination that reduces previously reported net income or increases previously reported net lossrecoupment from the Executive is appropriate and justified based on the facts, the Parent’s Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other incentive compensation received by the ExecutiveExecutive (net of any federal, state, local or other taxes that the grant of which was tied to Executive has paid on such annual bonus if such repayment does not occur in the achievement of one or more specific financial targetssame taxable year as the original bonus payment; otherwise on a gross basis), with respect to the period for which such financial statements are or will be restatedrestated (“Recoupment Amount”), regardless of whether but in no event more than three years after such payment unless the Executive engaged in any misconduct or was at fault or primarily responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)of incentive compensation. In the event the Company is and its Affiliates are entitled to to, and seek, recoupment under this Section 114.12(a), the Executive shall promptly reimburse the portion of such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation Recoupment Amount to which the Company is and its Affiliates are entitled to recoup and as to which the Company and its Affiliates seek recoupment hereunder, the Executive acknowledges and agrees that the Company and its Affiliates shall have the right to (i) deduct the amount to be recouped hereunder such Recoupment Amount from the compensation or other payments due to the Executive from the Company, Company and its Affiliates (other than from amounts subject to Code Section 409A) or (ii) to take any other appropriate action to recoup such paymentsRecoupment Amount. (b) The If the Executive acknowledges materially violates any of the provisions of Sections 5.2 through 5.4 hereof during the Restricted Period (as defined in Section 5.2 hereof) or materially violates the provisions of Sections 5.1 and 5.5 hereof during the Employment Period and for 12 months thereafter, in addition to the injunction relief under Section 5.7, the Board may terminate any outstanding stock options or other equity awards then held by the Executive, rescind any exercise of a stock option or recapture any Ordinary Shares or proceeds from the Executive’s sale of Ordinary Shares acquired pursuant to any stock option or other equity award, provided that such termination, rescission and/or recapture shall not apply to a stock option or other equity award to the extent that such stock option was exercised or Ordinary Shares were delivered pursuant thereto earlier than 18 months prior to such violation. Within 20 days after receiving notice from the Parent that a stock option or other equity award is being rescinded or that a recapture is being imposed on any such award, the Executive shall deliver to the Parent the Ordinary Shares acquired pursuant to such stock option or other equity award, or, if the Executive has sold such Ordinary Shares, the gain realized as a result of the rescinded exercise or recapture of such award (net of any federal, state, local or other taxes that the Company Executive has paid on such gain if such repayment does not waive its right occur in the same taxable year as the exercise or acquisition; otherwise on a gross basis); provided, that if the Executive returns Ordinary Shares that the Executive purchased or otherwise acquired pursuant to seek recoupment the exercise of any bonuses and payments as described under a stock option (or the gains realized from the sale of Ordinary Shares acquired pursuant to the exercise of a stock option), the Parent shall promptly refund the exercise price, without earnings, that the Executive paid for the Ordinary Shares. Any payment by the Executive to the Parent pursuant to this Section 11 for failure to demand repayment 4.12(b) shall be made either in cash or reduce the payments made by returning to the Executive. Any Parent the number of Ordinary Shares that the Executive received in connection with the rescinded exercise or recapture of such waiver must be done in a writing that is signed by both the Company and the Executiveaward. (c) The rights contained in this Section 11 4.12 shall be in addition to, and shall not limit, any other rights or remedies that the Company and its Affiliates may have under law or in equity, including, without limitation, any rights the Company and its Affiliates may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveExecutive to which the Executive has consented, or as permitted by law.

Recoupment. (a) In the event of a restatement material inaccuracy in the Employer’s or FR’s statements of the Company’s consolidated financial statements earnings, gains or other criteria that reduces previously reported net income or increases previously reported net loss, the Employer shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other incentive compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restatedmaterially inaccurate, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatementmaterial inaccuracy, if, as a result of such restatementmaterial inaccuracy, the Executive otherwise would not have received such bonus or other incentive compensation (or portion thereof). In the event the Company Employer is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly reimburse the after-tax portion (after taking into account all available deductions in respect of such bonus or other reimbursement) of such incentive compensation which the Company Employer is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other incentive compensation which the Company Employer is entitled to recoup and as to which the Employer seeks recoupment hereunder, the Executive acknowledges and agrees that the Company Employer shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. The Employer’s right of recoupment pursuant to this Section 13 shall apply only if the demand for recoupment is made not later than three years following the payment of applicable incentive compensation. (b) The Executive acknowledges that the Company does not waive its right to Employer must seek recoupment of any bonuses and such payments as described under this from the Executive within six (6) months of the Board’s actual knowledge of the material financial statement inaccuracy which forms the basis for such recoupment pursuant to Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive13(a). (c) The rights contained in this Section 11 13 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. (a) In By accepting these RSUs, Participant acknowledges, understands and agrees that any award of RSUs, any Shares acquired pursuant to such RSUs, and any gains realized from the event sales of a restatement of such Share are subject to the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossAmended and Restated Clawback / Recoupment Policy and to the extent Participant is designated an “executive officer” by the Committee, the Executive shall repay Company’s Rule 10D-1 Clawback Policy, as each is amended from time to time (collectively, the “Company Recoupment Policies”). As such, any award of RSUs that was made to a Participant who is subject to the Company Recoupment Policies, and any portion of any bonus and other compensation received by the ExecutiveShares acquired pursuant to such RSUs, the grant of which was tied may be subject to the achievement of one deduction, clawback or more specific financial targets, with respect forfeiture to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as satisfy a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event recoupment obligation under the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Policies. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and Participant further agrees that the RSUs and any financial gain realized by Participant through the RSUs shall be subject to forfeiture, deduction, and/or repayment to the Company shall have to the right extent required to comply with any Applicable Laws. In order to satisfy any recoupment obligation arising under the Company Recoupment Policies, any other clawback or recoupment policy of the Company or otherwise under Applicable Laws, among other things, Participant expressly and explicitly authorizes the Company to issue instructions, on Participant’s behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any Shares or other amounts acquired pursuant to the RSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Company Recoupment Policies. The Company Recoupment Policies provide, among other things, that if Participant is terminated for Cause (as defined in the Plan) or commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee or management, to the extent delegated by the Committee, may direct the Company to (i) deduct cancel any outstanding portion of the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or RSUs and (ii) to take any other appropriate action to recoup such paymentsrecover all or a portion of the financial gain realized by Participant through the RSUs. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. As an additional condition of receiving the Award, the Participant agrees that the Incentive Stock Awards whether vested or unvested, and/or the Shares, cash or other benefits acquired pursuant to the Incentive Stock Awards (aand any proceeds therefrom) In may be subject to recoupment to the event of a restatement of extent required (i) under the Company’s consolidated financial statements that reduces previously reported net income clawback policies in effect as of the date of this Agreement, or increases previously reported net loss, the Executive shall repay to the Company extent adopted following the date of this Agreement any portion similar policy applicable to circumstances where the Participant engages in misconduct, fraud, a violation of any bonus and law or other compensation received by the Executivesimilar circumstances, the grant of which was tied to the achievement of one or more specific financial targetsand, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifeach case, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled they may be amended from time to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companytime, or (ii) under applicable laws, regulations or stock exchange listing standards (collectively, the “Recoupment Policy”). In order to take satisfy any recoupment obligation arising under the Recoupment Policy, among other things, the Participant expressly and explicitly authorize the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold any Shares or other amounts acquired pursuant to the Incentive Stock Awards to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. No recovery of compensation as described in this section will be an event giving rise to your right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, any Subsidiary, Affiliate and/or the Employer. Language. By participating in the Plan, the Participant acknowledges that he or she is sufficiently proficient in English, or has consulted with an advisor who is sufficiently proficient in English to allow the Participant to understand the terms and conditions of this Agreement and Plan. If the Participant has received this Agreement or any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made document related to the ExecutivePlan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.Omnibus Equity Incentive Plan - ISA Agreement - 8 Rev. March 2025

Recoupment. (aWithout limiting Section 14(q) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossProgram, the Executive Units, any Shares issued upon settlement of the Units and any proceeds therefrom shall repay be subject to and remain subject to any incentive compensation clawback or recoupment policy of the Company any portion of any bonus and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Companycurrently in effect, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that as may be adopted by the Company does not waive its right to seek recoupment comply with applicable law and/or the rules and regulations of any bonuses and payments as described under this Section 11 for failure to demand repayment the securities exchange or reduce inter-dealer quotation system on which the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights Shares are listed or remedies that the Company may have under law or in equityquoted, including, without limitation, any rights pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder and Section 303A.14 of the New York Stock Exchange Listed Company Manual, or (iii) as may be adopted by the Company may have under to facilitate the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy Company’s objectives related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or other agreement service provider or arrangement related to improving the Company’s governance practices or similar considerations and, in each case, as may be amended from time to time (the “Recoupment Policy”), with the Executiveprovisions contained in such Recoupment Policy deemed incorporated into this Agreement without the Employee’s additional or separate consent. For purposes of the foregoing, the Employee expressly and explicitly authorizes the Company to issue instructions, on the Employee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to the Units to re- convey, transfer or otherwise return such Shares and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy. In accepting the Award and the terms of this Agreement, the Employee acknowledges and agrees that the Recoupment Policy shall apply to all other forms of incentive compensation awarded to the Employee, as well. No recovery of compensation as described in this Section will be an event giving rise to the Employee’s right to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or agreement with, the Company, a Subsidiary and/or the Employee.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements (occurring after the Effective Date) that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, Executive the grant of which was tied to the achievement of one or more specific financial targetsearnings targets (e.g., revenue, gain on sale, equity in earnings in unconsolidated communities, G&A expense, operating income, net income, etc.), with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 1112, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that the Company company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 12 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (cv) The rights contained in this Section 11 12 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued or other payments made in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right to recoupment policy (i) deduct the amount to be recouped hereunder from the compensation or other payments due as applicable to the Executive from Participant) or applicable law without further consent or action being required by the CompanyParticipant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (x) the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company and (iiy) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of recoupment policy shall prevail.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements occurring after September 1, 2009 that reduces previously reported net income or increases previously reported net loss, the Company shall have the right to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the Executive, the grant or vesting of which was tied to the achievement of one or more specific financial targets, performance targets with respect to the period for which such financial statements are or will be restated, regardless of whether and the Executive engaged in any misconduct that caused or was at fault or responsible in any way materially contributed to the need for causing the restatement, and if, based on the financial statements as a result of such restatementso restated, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to to, and seeks, recoupment under this Section 1110(h), the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, notwithstanding Section 6 of this Agreement, the Company shall have the right to (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) . The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 10(h) for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) . The rights contained in this Section 11 10(h) shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under any other Company recoupment policy or other agreement or arrangement with the Executive. Notwithstanding the above, this Section 10(h) shall apply only to compensation granted or vesting not later than three (3) years following the date on which the financial statements which are subsequently restated were originally filed with the Securities and Exchange Commission. In addition to its right to recoupment described in this Section 10(h), the Executive agrees to comply with any recoupment policy which the Company is required to adopt, or to which it becomes subject, pursuant to rules promulgated by the Securities and Exchange Commission pursuant to Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the ExecutiveAct.

Recoupment. All covered compensation granted to the Participant by the Constituent Companies, including the RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant and to such compensation, including, but not limited to, the Company’s Mandatory Recoupment Policy, designed to comply with the requirements of Rule 10D-1 promulgated under the U.S. Securities Exchange Act of 1934, as amended, and the Company’s Senior Leadership Recoupment Policy, each attached hereto as Appendix C. By accepting the grant of RSUs under this Agreement the Participant acknowledges, agrees and consents to the Company’s application, implementation and enforcement of (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income such recoupment policies with respect to all covered compensation received or increases previously reported net loss, the Executive shall repay to the Company any portion of any bonus and other compensation be received by the ExecutiveParticipant from the Constituent Companies (including, for the avoidance of doubt, the grant of which was tied RSUs, any other equity awards and any global annual bonus payments previously granted or in the future to be granted to the achievement of one or more specific financial targetsParticipant), with respect to the period for which such financial statements are extent applicable, and (b) any provision of applicable law relating to cancellation, recoupment, rescission or will be restated, regardless payback of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and expressly agrees that the Company shall have may take such actions as are necessary to effectuate the right recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes (i) deduct the amount Company to be recouped hereunder from issue instructions, on the compensation Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other payments due amounts to the Executive from the Company, or Company and (ii) to take the Constituent Companies’ recovery of any other appropriate action to recoup such payments. (b) The Executive acknowledges covered compensation through any method of recovery that the Company does not waive its right to seek recoupment of deems appropriate, including without limitation by reducing any bonuses and payments as described under this Section 11 for failure to demand repayment amount that is or reduce the payments made may become payable to the ExecutiveParticipant. Any The Participant further agrees to comply with any request or demand for repayment by any Constituent Company in order to comply with such waiver must be done in a writing that is signed by both policies or applicable law. To the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies extent that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act terms of this Agreement and any other Company recoupment policy or other agreement or arrangement with conflict, the Executiveterms of the recoupment policy shall prevail.

Recoupment. (a) In the event of a restatement of the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossstatements, the Board shall have the right to take appropriate action to recoup from the Executive shall repay to the Company any portion of any bonus and other equity or non-equity compensation received by the ExecutiveExecutive the payment, the grant or vesting of which was tied to the achievement of one or more specific financial performance targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (would not have been paid, granted or portion thereof). In vested if based on the event restated financial statements for the applicable period; provided, that such actions are commensurate with those actions taken with respect to other senior executives of the Company is entitled to recoupment under this who are or were similarly situated. This Section 11, the Executive 12(a) shall promptly reimburse the portion of become ineffective at such bonus or other compensation which time as the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due adopts a clawback policy pursuant to the Executive from the Company, or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment requirements of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (“▇▇▇▇-▇▇▇▇▇”) which applies to the Executive. Any amounts required to be repaid hereunder shall be adjusted to take into account any taxes that the Executive has already paid. The Company shall be permitted to request any recoupment at any time within the Employment Period or for three (3) years thereafter (unless a longer period is required pursuant to ▇▇▇▇-▇▇▇▇▇). (b) In the event the Company is entitled to, and seeks, recoupment under this Section 12, the Executive shall no later than sixty (60) days following the request reimburse the amounts which the Company is entitled to recoup hereunder. If the Executive fails to pay such reimbursement, to the extent permitted by applicable law and not in violation of Section 409A of the Code, the Company shall have the right to (i) deduct the amount to be reimbursed hereunder from the compensation or other payments due to the Executive from the Company or (ii) take any other appropriate action to recoup such payments. The Executive acknowledges that the Company does not waive its right to seek recoupment policy or other agreement or arrangement with the Executive.of any amounts as described under this

Recoupment. (a) In Any Award granted pursuant to the event of a restatement of Plan is subject to mandatory repayment by the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net loss, the Executive shall repay Grantee to the Company to the extent the Grantee is or in the future becomes subject to any portion Company “clawback” or recoupment policy that requires the repayment by the Grantee to the Company of any bonus and other compensation paid by the Company to the Grantee in the event that the Grantee fails to comply with, or violates, the terms or requirements of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the ExecutiveCommittee, preceding the grant of date on which was tied the Company is required to prepare an accounting restatement due to material noncompliance by the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifCompany, as a result of such restatementmisconduct, with any financial reporting requirement under the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and agrees that the Company shall have the right to (i) deduct the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or (ii) to take any other appropriate action to recoup such paymentsfederal securities laws. (b) The Executive acknowledges that Furthermore, if the Company does not waive its right is required to seek recoupment prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, and any Award Agreement so provides, any Grantee of an Award under such Award Agreement who knowingly engaged in such misconduct, was grossly negligent in engaging in such misconduct, knowingly failed to prevent such misconduct or was grossly negligent in failing to prevent such misconduct, shall reimburse the Company the amount of any bonuses payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and payments as described under this Section 11 for failure to demand repayment or reduce Exchange Commission (whichever first occurred) of the payments made to the Executive. Any financial document that contained information affected by such waiver must be done in a writing that is signed by both the Company and the Executivematerial noncompliance. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, Notwithstanding any other rights provision of the Plan or remedies that any provision of any Award Agreement, if the Company may have under law is required to prepare an accounting restatement, then Grantees shall forfeit any cash or Shares received in equityconnection with an Award (or an amount equal to the Fair Market Value of such Shares on the date of delivery if the Grantee no longer holds the Shares) if pursuant to the terms of the Award Agreement for such Award, includingthe amount of the Award earned or the vesting in the Award was explicitly based on the achievement of pre-established performance goals set forth in the Award Agreement (including earnings, without limitationgains, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with performance goals) that are later determined, as a result of the Executiveaccounting restatement, not to have been achieved.

Recoupment. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or payable to Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, order or stock exchange listing requirement, will be subject to such adjustments and recoupment (athe "Recoupment Rights") In the event of a restatement as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of the Company’s consolidated financial statements Company adopted pursuant to any such law, government regulation, order or stock exchange listing requirement). The parties acknowledge it is their intention ▇▇▇▇▇▇ Agreement 09-19-14 that reduces previously reported net income or increases previously reported net lossthe foregoing Recoupment Rights conform in all respects to the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 (the “▇▇▇▇ ▇▇▇▇▇ Act”) and requires recovery of all “incentive-based” compensation, pursuant to the provisions of the ▇▇▇▇ ▇▇▇▇▇ Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the Executive terms and provisions of this Agreement shall repay be deemed automatically amended from time to time to assure compliance with the Company any portion of any bonus ▇▇▇▇ ▇▇▇▇▇ Act and other compensation received by the Executive, the grant of which was tied to the achievement of one or more specific financial targets, with respect to the period for which such financial statements are or will rules and regulation as hereafter may be restated, regardless of whether the Executive engaged adopted and in any misconduct or was at fault or responsible in any way for causing the restatement, if, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof)effect. In the event the Company is entitled to to, and seeks, recoupment under this Section 1128, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunder. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup and as to which the Company seeks recoupment hereunder, the Executive acknowledges and agrees that that, the Company shall have the right to, in addition to its other rights and remedies, (i) deduct the amount to be recouped reimbursed hereunder from the compensation or other payments due to the Executive from the Company, Company or (ii) to take any other appropriate action to recoup such payments. (b) The Executive acknowledges that . This Agreement is executed and delivered on the Company does not waive its right to seek recoupment of any bonuses day and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executiveyear first above written. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇ Street Reform ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Compensation Committee of the Board of Directors Date Date ▇▇▇▇▇▇ Agreement 09-19-14 (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (1) Result from any work performed by the employee for the employer. (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executiveis unenforceable.

Recoupment. (a) In By accepting these PSUs, Participant acknowledges, understands and agrees that any award of PSUs, any Shares issued at vesting of the event PSUs, and any financial gain realized by Participant through sale of a restatement of the Shares underlying the PSUs are subject to the Company’s consolidated financial statements that reduces previously reported net income or increases previously reported net lossAmended and Restated Clawback / Recoupment Policy and to the extent Participant is designated an “executive officer” by the Committee, the Executive shall repay Company’s Rule 10D-1 Clawback Policy, as each is amended from time to time (collectively, the “Company Recoupment Policies”). As such, any award of PSUs that was made to a Participant who is subject to the Company Recoupment Policies, and any portion of any bonus and other compensation received by the ExecutiveShares acquired pursuant to such PSUs shall be subject to deduction, the grant of which was tied to the achievement of one clawback or more specific financial targets, with respect to the period for which such financial statements are or will be restated, regardless of whether the Executive engaged in any misconduct or was at fault or responsible in any way for causing the restatement, ifforfeiture, as a result of such restatement, the Executive otherwise would not have received such bonus or other compensation (or portion thereof). In the event provided under the Company is entitled to recoupment under this Section 11, the Executive shall promptly reimburse the portion of such bonus or other compensation which the Company is entitled to recoup hereunderRecoupment Policies. In the event the Executive fails to make prompt reimbursement of any such bonus or other compensation which the Company is entitled to recoup hereunder, the Executive acknowledges and Participant further agrees that the PSUs and any financial gain realized by Participant through the PSUs shall be subject to forfeiture, deduction, and/or repayment to the Company shall have to the right extent required to comply with any Applicable Laws. In order to satisfy any recoupment obligation arising under the Company Recoupment Policies, any other clawback or recoupment policy of the Company or otherwise under Applicable Laws, among other things, Participant expressly and explicitly authorizes the Company to issue instructions, on Participant’s behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any Shares 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 Company Recoupment Policies. The Company Recoupment Policies provide, among other things, that if Participant is terminated for Cause (as defined in the Plan) or commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee or management, to the extent delegated by the Committee, may direct the Company to (i) deduct cancel any outstanding portion of the amount to be recouped hereunder from the compensation or other payments due to the Executive from the Company, or PSUs and (ii) to take any other appropriate action to recoup such paymentsrecover all or a portion of the financial gain realized by Participant through the PSUs. (b) The Executive acknowledges that the Company does not waive its right to seek recoupment of any bonuses and payments as described under this Section 11 for failure to demand repayment or reduce the payments made to the Executive. Any such waiver must be done in a writing that is signed by both the Company and the Executive. (c) The rights contained in this Section 11 shall be in addition to, and shall not limit, any other rights or remedies that the Company may have under law or in equity, including, without limitation, any rights the Company may have under the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any other Company recoupment policy or other agreement or arrangement with the Executive.