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(g) - Clawback Provision.

If the Employee has failed to comply with the obligations under Sections 3(a), 3(b), 3(c) or 3(d) (other than an inadvertent and inconsequential event constituting non-compliance) during his employment with the Company or the Severance Period, all of the following forfeitures shall result: (i) The unexercised portion of any option or SSAR, whether or not vested, and any other award not then vested shall be immediately forfeited and canceled. (ii) The Employee shall be obligated to repay to the Company, in cash, within ten (10) business days after demand is made therefor by the Company, (1) the total amount of any cash payments made to the Employee under Sections 2(c) and (f); (2) other cash amounts paid to the Employee under any AIP and LTIP awards since the date two years prior to the Separation Date; and 5 (3) the Award Gain (as defined below) realized by the Employee upon each exercise of an option or SSAR or settlement of a PRS or restricted stock unit award (regardless of any elective deferral) since the date two years prior to the Separation Date. For purposes of this Section 4, the term "Award Gain" shall mean (i), in respect of a given option or SSAR exercise, the product of (X) the fair market value per share of stock at the date of such exercise (without regard to any subsequent change in the market price of shares) minus the exercise price times (Y) the number of shares or stock appreciation rights as to which the option or SSAR was exercised at that date, and (ii), in respect of any other settlement of an award granted to the Employee, the fair market value of the cash or stock paid or payable to the Employee (regardless of any elective deferral) less any cash or the fair market value of any stock or property (excluding any payment of tax withholding) paid by the Employee to the Company as a condition of or in connection with such settlement.


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