XI. Termination; Detrimental Activity
(1) If a grantee terminates before standard retirement time, other than by reason of death, all
outstanding awards of the grantee under this Program (including bonuses, bonus units, EBUs,
and other awards not yet paid or settled) will automatically expire and be forfeited as of the date
of termination except to the extent the administrative authority (which, in the case of reporting
persons, must be the Compensation Committee) determines otherwise.
(2) For purposes of this Program, the administrative authority may determine that the time or date an
employee resigns or otherwise terminates is the time or date the employee gives notice of
resignation, accepts employment with another employer, otherwise indicates an intent to resign,
or is discharged. The time or date of termination for this purpose is not necessarily the
employee's last day on the payroll.
(3) If the administrative authority (which, in the case of reporting persons, must be the
Compensation Committee) determines that a grantee has engaged in detrimental activity,
whether or not the grantee is still an employee, then the administrative authority may, effective
as of the time of such determination, cancel and cause to expire all or part of the grantee's
outstanding awards under this Program (including bonuses, bonus units, EBUs, and other awards
not yet paid or settled).
(4) If the administrative authority is advised or has reason to believe that a grantee (a) may have
engaged in detrimental activity; or (b) may have accepted employment with another employer or
otherwise indicated an intent to resign, the authority may suspend the exercise, delivery, or
settlement of all or any specified portion of such grantee's outstanding awards pending an
investigation of the matter.
XII. Material Negative Restatement
(1)Awards under this Program to “Covered Executives,” as defined in the Parent's Rule 10D-1
Recoupment Policy (or any predecessor policy of the Corporation) are subject to recovery in
accordance with the terms of the applicable Policy as in effect from time to time.
(2)In addition to the right of recovery referenced in paragraph (1) of this Section XII, if the reported
financial or operating results of the Corporation or the Parent, as applicable, become subject to a
material negative restatement, the Compensation Committee in its sole discretion may require
any current or former reporting person, as defined in Section II(19), to pay to the Corporation an
amount corresponding to each award to that person under this Program, or portion of such award,
that the Compensation Committee determines would not have been granted or paid if such
financial or operating results as originally published had been equal to the results as subsequently
restated, provided that (a) any requirement or claim under this Section XII(2) will apply only
with respect to grantees who were reporting persons at the time the applicable amounts were
awarded or paid; (b) any requirement or claim under this Section XII(2) must be made, if at all,