Clawback
Policy We
have adopted an executive compensation recovery (clawback) policy (the “Clawback Policy”) applicable to its executive officers.
The Clawback Policy provides as follows:
| ● | Covered
Compensation: The Clawback Policy covers incentive-based compensation, including
annual STIP cash awards and equity-based LTIP awards (including Options, RSUs, and PSUs),
that are granted, earned, or vested based wholly or in part on the attainment of financial
reporting measures. |
| ● | Triggering
Events: The Clawback Policy is triggered by an accounting restatement of our financial
statements due to material noncompliance with applicable financial reporting requirements
(including both error corrections and ‘little r’ restatements). In addition,
the LTIP contains broader forfeiture provisions applicable upon termination of employment
for cause, violation of material Corporation policies, fraud, and breach of non-competition,
confidentiality, or other restrictive covenants. |
| ● | Recovery
Period: The Clawback Policy applies to incentive-based compensation received by covered
executive officers during the three completed fiscal years preceding the date the Company
is required to prepare an accounting restatement. |
| ● | Administration:
The Clawback Policy is administered by the Compensation Committee. The Compensation Committee
is authorized to determine the form and timing of recovery, which may include repayment of
cash, forfeiture of outstanding equity awards, or offset against future compensation, subject
to applicable law. |
| ● | Regulatory
Compliance: The Clawback Policy is designed to support compliance with Section 10D
of the Securities Exchange Act of 1934, as amended, Rule 10D-1 thereunder, and applicable
Nasdaq listing standards relating to the recovery of erroneously awarded compensation. |
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