Notwithstanding anything in this Agreement or elsewhere to the contrary, neither the Company nor any of its affiliates shall be entitled to recoup or claw back any compensation from Executive unless Executive has engaged in either (A) intentional misconduct or grossly negligent behavior (whether by omission or commission) resulting in harm to the Company, or (B) misconduct that has caused, or should reasonably be expected to cause, significant harm to the Company and that is not cured on fifteen (15) days’ written notice from the Company describing the misconduct in reasonable detail and requesting cure (which time may run concurrent with any other notice provisions of this Agreement). In the event of Executive’s death or a judicial determination of Executive’s incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to be references to Executive’s estate, heir(s), beneficiar(ies), executor(s) and/or other legal representative(s). In the event of any inconsistency between the provisions under this Agreement and those of any other document, the provisions of this Agreement shall control. The Company represents that it is fully authorized, by any person or body when authorization is required, to enter into, and carry out the terms of, this Agreement and the Second Release.