The Executive agrees and acknowledges that, except for Base Salary paid to Executive, amounts and awards payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment and/or a demand for repayment of any amounts or gains realized may be made upon the Executive in the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the federal securities laws, or if the Executive engages in conduct that constitutes Cause (including, for the sake of clarity, violation of the Company’s confidentiality, non-compete or non-solicit requirements following Executive’s termination of employment), or as provided in the ESPP, the Equity Plan or any grant agreement, each as may be amended from time to time to comply with legal or regulatory requirements, or as required by law.