Common use of Return of Value of Shares Clause in Contracts

Return of Value of Shares. (a) If the Recipient is a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates any non-competition, non-solicitation, or confidentiality agreement contained therein, then, in addition to any other remedy the Company may have, the Company may, in the sole discretion of the Committee, require the Recipient to pay to the Company, upon written demand, (i) if the Recipient is employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management of the Company acquires actual knowledge of such violation or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined with respect to each Share on the applicable Vesting Date for that Share pursuant to Section 2 hereof, without regard to any changes in the Fair Market Value that occurred after the Vesting Date. (b) If the Recipient is not a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates any of the agreements below, then, in addition to any other remedy the Company may have, the Company may, in the sole discretion of the Committee, require the Recipient to pay to the Company, upon written demand, (i) if the Recipient is employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management of the Company acquires actual knowledge of such violation or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined with respect to each Share on the Vesting Date for that Share pursuant to Section 2 hereof, without regard to any changes in the Fair Market Value that occurred after the Vesting Date. (i) The Recipient shall hold in a fiduciary capacity for the benefit of the Company all information, knowledge or data relating to the Company or any Related Entity and their respective businesses which the Company or any Related Entity consider to be proprietary, trade secret or confidential, that the Recipient obtains or has previously obtained during his or her Continuous Service and that is not public knowledge (other than as a result of the Recipient’s violation of this provision) (the “Confidential Information”). The Recipient shall not directly or indirectly use any Confidential Information for any purposes not associated with the activities of the Company or any Related Entity, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Related Entity to receive it at any time during or after termination of Recipient’s Continuous Service, except with the prior written consent of the Company or as otherwise required by law or legal process. (ii) During and for a period of twelve months after the termination of the Recipient’s Continuous Service, for any reason, voluntary or involuntary, the Recipient shall not, without the written consent of the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the Continuous Service, or employ or attempt to employ or enter into any contractual arrangement with any employee or former employee (other than a former employee who has not been employed by the Company or any Related Entity for a period in excess of six months), of the Company or any Related Entity. (iii) During and for a period six months after the termination of the Recipient’s Continuous Service, for any reason, voluntary or involuntary, the Recipient shall not, without the written consent of the Company, accept employment with any competitor of, or otherwise engage in competition with, the Company or any Related Entity.

Return of Value of Shares. (a) If the Recipient is a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates in any material respect any non-competition, non-solicitation, or confidentiality agreement contained thereintherein (and such violation is not cured within 30 days following written notice from the Company), then, in addition to any other remedy the Company may have, the Company may, in the sole discretion of the Committee, require the Recipient to pay to the Company, upon written demand, (i) if the Recipient is employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management of the Company acquires actual knowledge of such violation or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined with respect to each Share on the applicable Vesting Date vesting date for that Share pursuant to Section 2 hereof, without regard to any changes in the Fair Market Value that occurred after the Vesting Datevesting date. (b) If Regardless of whether the Recipient is not a party to an Employment Agreement with the Company or any Related Entity and the Recipient violates any of the agreements below, thenEntity, in addition to any other remedy the Company may have, the Shares of Restricted Stock subject of this Agreement shall be subject to recoupment by the Company may, in if the sole discretion Recipient is subject to any recoupment or clawback policy of the CommitteeCompany in effect on or after the date hereof (a “Clawback Policy”) or any law, rule or regulation which imposes mandatory recoupment. Recipient acknowledges that, as of the date hereof, the Company has adopted the Clawback Policy set forth on Appendix A attached hereto and agrees to comply therewith and with any proper demand of the Company, the Board or Committee made pursuant thereto to enforce or otherwise comply with such Clawback Policy. To enforce the provisions of Section 11 the Company may (i) cause the cancellation of Restricted Stock, (ii) require Recipient to return to the Company the Shares of Restricted Stock, (iii) require reimbursement of any benefit under the Restricted Stock granted to the Recipient, (iv) require the Recipient to pay to the Company, upon written demand, (i) if Company the value realized by the Recipient is employed by from the Company at the time of such violation, an amount equal to the aggregate Fair Market Value sale or other disposition of the Shares of Restricted Stock that have vested during the period beginning on the date twelve months before such violation and ending on the date on which senior management (v) effect any other right of the Company acquires actual knowledge of such violation recoupment or (ii) if the Recipient is not employed by the Company at the time of such violation, an amount equal to the aggregate Fair Market Value of the Shares of Restricted Stock that have vested during the twelve months preceding the date on which the Recipient’s employment with the Company was terminated. The aggregate Fair Market Value of such Shares of Restricted Stock shall be determined legal remedy with respect to each Share on equity or other compensation provided under the Vesting Date for that Share pursuant Plan or otherwise, in all cases, in accordance with and to Section 2 hereofthe extent required by any Clawback Policy applicable to the Recipient. Additionally, without regard to any changes in the Fair Market Value that occurred after the Vesting Date. (i) The Recipient shall hold in a fiduciary capacity for the benefit of the Company all informationmay require that, knowledge or data relating and the Recipient shall, repay to the Company certain previously paid compensation, either provided under the Plan or an award agreement or otherwise, in accordance with any Related Entity and their respective businesses which Clawback Policy. By accepting the Company or any Related Entity consider to be proprietary, trade secret or confidential, that the Recipient obtains or has previously obtained during his or her Continuous Service and that is not public knowledge (other than as a result of the Recipient’s violation of this provision) (the “Confidential Information”). The Recipient shall not directly or indirectly use any Confidential Information for any purposes not associated with the activities of the Company or any Related Entity, or communicate, divulge or disseminate Confidential Information to any person or entity not authorized by the Company or any Related Entity to receive it at any time during or after termination of Recipient’s Continuous Service, except with the prior written consent of the Company or as otherwise required by law or legal process. (ii) During and for a period of twelve months after the termination of the Recipient’s Continuous Service, for any reason, voluntary or involuntaryRestricted Stock granted hereunder, the Recipient shall not, without agrees to be bound by any existing or future Clawback Policy adopted by the written consent of Board or the Company, directly or indirectly solicit, entice, persuade or induce any person to leave the Continuous ServiceCommittee, or employ or attempt any amendments to employ or enter into any contractual arrangement with any employee or former employee (other than a former employee who has not been employed Clawback Policy that may from time to time be made by the Company Board or the Committee in their discretion or as any Related Entity for a period in excess of six months)law, of the Company rule or any Related Entityregulation which imposes recoupment. (iii) During and for a period six months after the termination of the Recipient’s Continuous Service, for any reason, voluntary or involuntary, the Recipient shall not, without the written consent of the Company, accept employment with any competitor of, or otherwise engage in competition with, the Company or any Related Entity.