The Participant shall forfeit and disgorge to the Company or reimburse the Company for any awards granted or vested and any gains earned or accrued due to the settlement of awards or sale of any Shares issued pursuant to an award under the Plan, to the extent required by applicable law or regulations in effect on or after the Effective Date, including Section 304 of the U.S. Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act, or as required by any stock exchange or quotation system on which the common stock of the Company is listed or quoted. For the avoidance of doubt, the Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder, and as required by any stock exchange or quotation system on which the common stock of the Company is listed or quoted. The implementation of policies and procedures pursuant to this Section 12(e) and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards. Awards granted under this Plan shall also be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or competitive activity) as may be adopted by the Board or the Committee from time to time and communicated to Participants. Any such policies may (in the discretion of the Board or the Committee) be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only.