Participant engages in Conduct Detrimental to the Company during the remaining portion of the vesting period, then the Participant shall (i) forfeit all of the unvested Shares, and (ii) be required, upon demand, to return to the Company, in the form of a cash payment, the Returnable Share Value paid to date. The Participant understands and agrees that the repayment of the Returnable Share Value is in addition to and separate from any other relief available to the Company due to the Participant’s Conduct Detrimental to the Company, including injunctive relief, attorneys’ fees and damages. 4. Definitions. The following definitions shall apply for purposes of this Agreement: (A) "Conduct Detrimental to the Company” means: (i) The Participant engages in Serious Misconduct (whether or not such Serious Misconduct is discovered by the Company prior to the Participant’s Termination of Service); (ii) The Participant breaches the Participant’s obligations to the Company, or an Affiliate, with respect to confidential and proprietary information or trade secrets; (iii) The Participant breaches the Participant’s non-competition, non-solicitation of customers, or non-solicitation of employees obligations under the Protected Information, Inventions, and Non-Solicitation Agreement with Non-Compete (P"IINS Agreement”), which is attached hereto as Exhibit A and incorporated by reference as if fully set forth herein, or any other agreement under which the Participant owes the Company or an Affiliate any duties regarding non-disclosure, non-solicitation, non-interference, non-competition, or non-disparagement; (iv) The Participant violates any other legal obligation the Participant owes to the Company, whether provided for by statute or under the common law of any state or federal jurisdiction, including, but not limited to, obligations regarding confidentiality, duties of loyalty, duties of good faith, duties of candor, duties to disclose opportunities, or other similar fiduciary duties; or (v) The Participant seeks to have any of the obligations listed above in (i)-(iv) found unenforceable or invalid or modified for any reason. The Participant acknowledges that the Conduct Detrimental to the Company is worthy of protection by these promises due to the nature of the harm that would be caused by such actions because the Participant acknowledges that the Company and, if applicable, its Affiliate, has promised and the Participant has been entrusted with access to significant confidential or trade secret or propriety information of the Company or its Affiliates, as well as access to relationships and information regarding the Company’s or its Affiliates’ customers, vendors, and employees, specialized training, and association with the goodwill of the Company and, if applicable, its Affiliate. (B) "Special Vesting Agreement” means an agreement in which the Committee, in its sole discretion, elects to permit some or all of the Participant’s Restricted Stock Units to continue vesting following the Participant’s Termination of Service with the Company or with an Affiliate, as applicable, in exchange for the Participant’s strict compliance with designated post-termination conditions, as determined by the Committee pursuant to a written agreement executed at the time the Participant’s Termination of Service occurs.