COULD BE GROUNDS FOR SUCH FORFEITURE, A COPY OF A RESOLUTION DULY ADOPTED BY A
MAJORITY AFFIRMATIVE VOTE OF THE MEMBERSHIP OF THE BOARD (EXCLUDING EXECUTIVE)
AT A MEETING OF THE BOARD CALLED AND HELD FOR SUCH PURPOSE (AFTER GIVING
EXECUTIVE REASONABLE NOTICE SPECIFYING THE NATURE OF THE GROUNDS FOR SUCH
FORFEITURE AND NOT LESS THAN 30 DAYS TO CORRECT THE ACTS OR OMISSIONS COMPLAINED
OF, IF CORRECTABLE, AND AFFORDING EXECUTIVE THE OPPORTUNITY, TOGETHER WITH HER
COUNSEL, TO BE HEARD BEFORE THE BOARD) FINDING THAT, IN THE GOOD FAITH OPINION
OF THE BOARD, EXECUTIVE HAS ENGAGED AND CONTINUES TO ENGAGE IN CONDUCT SET FORTH
IN THIS SECTION 10(F) WHICH CONSTITUTES GROUNDS FOR FORFEITURE OF EXECUTIVE'S
OPTIONS; PROVIDED, HOWEVER, THAT IF ANY OPTION IS EXERCISED AFTER DELIVERY OF
SUCH NOTICE AND THE BOARD SUBSEQUENTLY MAKES THE DETERMINATION DESCRIBED IN THIS
SENTENCE, EXECUTIVE SHALL BE REQUIRED TO PAY TO THE COMPANY AN AMOUNT EQUAL TO
THE DIFFERENCE BETWEEN THE AGGREGATE VALUE OF THE SHARES ACQUIRED UPON SUCH
EXERCISE AT THE DATE OF THE BOARD DETERMINATION AND THE AGGREGATE EXERCISE PRICE
PAID BY EXECUTIVE. ANY SUCH FORFEITURE SHALL APPLY TO SUCH OPTIONS
NOTWITHSTANDING ANY TERM OR PROVISION OF ANY OPTION AGREEMENT. IN ADDITION, ALL
OPTIONS GRANTED TO EXECUTIVE AND GAINS RESULTING FROM THE EXERCISE OF SUCH
OPTIONS, SHALL BE SUBJECT TO FORFEITURE IN ACCORDANCE WITH THE COMPANY'S
STANDARD POLICIES RELATING TO SUCH FORFEITURES AND CLAWBACKS, AS SUCH POLICIES
ARE IN EFFECT AT THE TIME OF GRANT OF SUCH OPTIONS.
(G)
FORFEITURE OF CERTAIN BONUSES AND PROFITS.
IF THE COMPANY IS REQUIRED TO PREPARE AN ACCOUNTING RESTATEMENT DUE TO THE
MATERIAL NONCOMPLIANCE OF THE COMPANY, AS A RESULT OF MISCONDUCT, WITH ANY
FINANCIAL REPORTING REQUIREMENT UNDER THE SECURITIES LAWS, AND IF EXECUTIVE,
KNOWINGLY OR THROUGH GROSS NEGLIGENCE, CAUSED OR FAILED TO PREVENT SUCH
MISCONDUCT, EXECUTIVE SHALL REIMBURSE THE COMPANY FOR (1) ANY BONUS OR OTHER
INCENTIVE BASED OR EQUITY-BASED COMPENSATION RECEIVED BY EXECUTIVE FROM THE
COMPANY DURING THE 12-MONTH PERIOD FOLLOWING THE FIRST PUBLIC ISSUANCE OR FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION (WHICHEVER FIRST OCCURS) OF THE
FINANCIAL DOCUMENT EMBODYING SUCH FINANCIAL REPORTING REQUIREMENT; AND (2) ANY
PROFITS REALIZED FROM THE SALE OF SECURITIES OF THE COMPANY DURING THAT 12-MONTH
PERIOD.
(H)
SURVIVAL.
THE PROVISIONS OF THIS SECTION 10
SHALL SURVIVE THE TERMINATION OF THE TERM AND ANY TERMINATION OR EXPIRATION OF
THIS AGREEMENT.
11.
GOVERNING LAW; DISPUTES; ARBITRATION.
(A)
GOVERNING LAW.
ANYTHING IN THE EXPP TO THE
CONTRARY NOTWITHSTANDING, THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
COMPANY AND EXECUTIVE UNDER THE EXPP ARE GOVERNED BY AND ARE TO BE CONSTRUED,
ADMINISTERED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CONNECTICUT, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT INSOFAR AS
FEDERAL LAWS AND REGULATIONS AND THE DELAWARE GENERAL CORPORATION LAW MAY BE
APPLICABLE. IF UNDER THE GOVERNING LAW, ANY PORTION OF THIS AGREEMENT OR THE
EXPP IS AT ANY TIME DEEMED TO BE IN CONFLICT WITH ANY APPLICABLE STATUTE, RULE,
REGULATION, ORDINANCE, OR OTHER PRINCIPLE OF LAW,