(C) "Returnable Share Value” means a cash amount equal to the gross value of the Shares that were issued to the Participant in the one- year period prior to the Company’s determination that the Participant engaged in Conduct Detrimental to the Company pursuant to this Agreement, determined as of the date such Shares were issued to the Participant and using the Fair Market Value of the Company’s common stock on that date. For purposes of clarity, if the Participant’s shares have an extended vesting period due to a Special Vesting Agreement, then the Returnable Share Value amount shall include all shares that became vested during the one-year period (or two-year period if at the time of the Participant’s separation from employment the Participant was employed at an Executive Vice President level, Senior Vice President level or above) ending on the date the Participant first engaged in an action that is treated as Conduct Detrimental to the Company. (D) "Serious Misconduct” shall mean (i) embezzlement or misappropriation or unauthorized destruction of Company, or Affiliate, funds or other Company, or Affiliate, assets, including confidential or trade secret information; (ii) commission of a fraudulent or illegal act; (iii) untruthful or materially misleading representations regarding financial information of the Company or an Affiliate; (iv) insubordination or failure to follow reasonable requests of the Company or an Affiliate; (v) disparagement of the products, services, business, employees, officers or directors of the Company or an Affiliate; or (vi) the willful failure to comply with the policies and procedures of the Company, or an Affiliate, including but not limited to policies and procedures regarding workplace conduct and the prevention of harassment, discrimination and retaliation in the workplace. Serious Misconduct will be determined by the Committee, in its sole discretion. 5. Additional Provisions (A) Notices. The Company may deliver any notice required by the terms of this Agreement in writing or by electronic means. Any such notice that is given in writing shall be deemed effective upon personal delivery or upon deposit with the U.S. Postal Service, by registered or certified mail, with postage and fees prepaid. The notice shall be addressed to the Company at its principal executive office and to the Participant at the address that the Participant most recently provided to the Company. (B) Entire Agreement. This Agreement, the PIINS Agreement and its Appendix, the Award Certificate and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof; provided, however, that the provisions of the Plan shall continue to apply, and further provided that in case of inconsistencies or ambiguities, the provisions of the Plan shall prevail over the provisions of the PIINS Agreement, this Agreement or the Award Certificate. The foregoing notwithstanding, this Agreement does not modify or supersede any agreement or obligations of the Participant for the benefit of the Company or any affiliate, regarding non-disclosure, non-disparagement, non-solicitation, non-interference or non-competition. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (C) Governing Law. This Agreement and the Plan shall be governed by, and construed in accordance with, the laws of the State of Texas, United States of America. Both parties to this Agreement waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, under or connected with this Agreement and consent to trial by the judge. The venue for any and all disputes arising out of or in connection with this Agreement shall be Harris County, Texas, United States of America, and the courts sitting exclusively in Harris County, Texas, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the