Notwithstanding anything herein to the contrary, if Participant violates any provisions of Sections 5 and 6 of the Employment Agreement, whether before, on or after any settlement of an Award under the Plan, then Participant shall promptly pay to Company an amount equal to the aggregate Amount of Gain Realized by Participant on all Common Stock received pursuant to this Award Agreement after a date commencing one (1) year before Participant’s Last Day of Employment; provided, however, to the extent the violation occurs before the settlement of MSUs, all rights to payments or benefits under the MSUs shall terminate, be forfeited and be incapable of vesting in accordance with Section 2.2. Participant shall pay Company within 3 business days after the date of any written demand by Company to Participant.