Document/ExhibitDescriptionPagesSize
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3: EX-10.11 Material Contract HTML 157K
4: EX-10.12 Material Contract HTML 119K
2: EX-10.4 Material Contract HTML 64K
5: EX-21.1 Subsidiaries List HTML 53K
6: EX-23.1 Consent of Expert or Counsel HTML 45K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 63K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 50K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 50K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 47K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 47K
17: R1 Cover Page HTML 111K
18: R2 Audit Information HTML 51K
19: R3 Consolidated Balance Sheets HTML 184K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 78K
21: R5 Consolidated Statements of Operations HTML 169K
22: R6 Consolidated Statements of Comprehensive Income HTML 92K
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25: R9 Consolidated Statements of Cash Flows HTML 57K
(Parenthetical)
26: R10 Summary of Significant Accounting Policies HTML 117K
27: R11 Revenue Recognition HTML 118K
28: R12 Net Income (Loss) Per Common Share Attributable to HTML 99K
Verint Systems Inc.
29: R13 Cash, Cash Equivalents, and Short-Term Investments HTML 92K
30: R14 Business Combinations, Asset Acquisitions, and HTML 83K
Divestitures
31: R15 Intangible Assets and Goodwill HTML 97K
32: R16 Long-Term Debt HTML 107K
33: R17 Supplemental Consolidated Financial Statement HTML 173K
Information
34: R18 Convertible Preferred Stock HTML 63K
35: R19 Stockholders' Equity HTML 115K
36: R20 Income Taxes HTML 171K
37: R21 Fair Value Measurements HTML 117K
38: R22 Derivative Financial Instruments HTML 90K
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40: R24 Leases HTML 158K
41: R25 Commitments and Contingencies HTML 69K
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Information
43: R27 Pay vs Performance Disclosure HTML 57K
44: R28 Insider Trading Arrangements HTML 51K
45: R29 Summary of Significant Accounting Policies HTML 184K
(Policies)
46: R30 Summary of Significant Accounting Policies HTML 59K
(Tables)
47: R31 Revenue Recognition (Tables) HTML 93K
48: R32 Net Income (Loss) Per Common Share Attributable to HTML 96K
Verint Systems Inc. (Tables)
49: R33 Cash, Cash Equivalents, and Short-Term Investments HTML 89K
(Tables)
50: R34 Business Combinations, Asset Acquisitions, and HTML 63K
Divestitures (Tables)
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52: R36 Long-Term Debt (Tables) HTML 91K
53: R37 Supplemental Consolidated Financial Statement HTML 188K
Information (Tables)
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55: R39 Income Taxes (Tables) HTML 172K
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(Tables)
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60: R44 Segment, Geographic, and Significant Customer HTML 73K
Information (Tables)
61: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 50K
Description of Business (Details)
62: R46 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 91K
Spin-Off, Apax Convertible Preferred Stock
Investment and Principles of Consolidation
(Details)
63: R47 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 49K
Investments (Details)
64: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 58K
Concentrations Of Credit Risk (Details)
65: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 58K
Allowance For Credit Losses (Details)
66: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 57K
Property And Equipment, Net (Details)
67: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 54K
Software Development Costs and Internal-Use
Software Development Costs and Cloud Computing
Arrangements (Details)
68: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 47K
Business Segment Information (Details)
69: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 47K
Goodwill And Other Acquired Intangible Assets
(Details)
70: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Costs HTML 54K
to Obtain and Fulfill Contracts (Details)
71: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 48K
Foreign Currency Transaction Gains And Losses
(Details)
72: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net HTML 49K
Income (Loss) Per Common Share (Details)
73: R57 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New HTML 75K
Accounting Pronouncements Recently Adopted
(Details)
74: R58 REVENUE RECOGNITION - Additional Information HTML 60K
(Details)
75: R59 REVENUE RECOGNITION - Disaggregation of Revenue HTML 78K
(Details)
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77: R61 REVENUE RECOGNITION - Contract Balances Narrative HTML 64K
(Details)
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Performance Obligations (Details)
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Obligations (Details)
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Contracts (Details)
81: R65 Net Income (LOSS) PER COMMON SHARE ATTRIBUTABLE TO HTML 126K
VERINT SYSTEMS INC. - Calculation of Basic And
Diluted Net Income (Loss) Per Common Share
(Details)
82: R66 Net Income (LOSS) PER COMMON SHARE ATTRIBUTABLE TO HTML 61K
VERINT SYSTEMS INC. - Schedule of Anti-dilutive
Securities (Details)
83: R67 Net Income (LOSS) PER COMMON SHARE ATTRIBUTABLE TO HTML 69K
VERINT SYSTEMS INC. - Additional Information
(Details)
84: R68 Cash, Cash Equivalents, and Short-Term Investments HTML 83K
(Details)
85: R69 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 49K
DIVESTITURES - Business Combinations For Year
Ended January 31, 2024 (Details)
86: R70 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 91K
DIVESTITURES - Business Combinations For Year
Ended January 31, 2023 (Details)
87: R71 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 88K
DIVESTITURES - Conversocial Limited (Details)
88: R72 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 87K
DIVESTITURES - Conversocial Limited - Schedule of
Purchase Price allocation (Details)
89: R73 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 63K
DIVESTITURES - Other Business Combination
Information (Details)
90: R74 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 70K
DIVESTITURES - Asset Acquisition (Details)
91: R75 BUSINESS COMBINATIONS, ASSET ACQUISITIONS, AND HTML 80K
DIVESTITURES - Divestitures (Details)
92: R76 INTANGIBLE ASSETS AND GOODWILL - Schedule of HTML 64K
Acquisition-Related Intangible Assets (Details)
93: R77 INTANGIBLE ASSETS AND GOODWILL - Additional HTML 61K
Information (Details)
94: R78 INTANGIBLE ASSETS AND GOODWILL - Schedule of HTML 61K
Estimated Future Amortization Expense on
Finite-lived Acquisition-related Intangible Assets
(Details)
95: R79 INTANGIBLE ASSETS AND GOODWILL - Goodwill Activity HTML 62K
(Details)
96: R80 LONG-TERM DEBT - Schedule of Long-Term Debt HTML 72K
(Details)
97: R81 LONG-TERM DEBT - 2021 Notes (Details) HTML 76K
98: R82 LONG-TERM DEBT - 2014 Notes (Details) HTML 83K
99: R83 LONG-TERM DEBT - Capped Calls, Note Hedges and HTML 84K
Warrants (Details)
100: R84 LONG-TERM DEBT - Credit Agreement (Details) HTML 98K
101: R85 LONG-TERM DEBT - Components of Interest Expense HTML 82K
(Details)
102: R86 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 55K
INFORMATION - Inventories (Details)
103: R87 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 63K
INFORMATION - Property and equipment, net
(Details)
104: R88 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 52K
INFORMATION - Additional Information (Details)
105: R89 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 64K
INFORMATION - Prepaid and Other Current Assets
(Details)
106: R90 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 68K
INFORMATION - Other assets (Details)
107: R91 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 76K
INFORMATION - Accrued expenses and other current
liabilities (Details)
108: R92 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 59K
INFORMATION - Other liabilities (Details)
109: R93 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 57K
INFORMATION - Capitalized Software Development
Costs (Details)
110: R94 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 56K
INFORMATION - Consolidated Statements of
Operations (Details)
111: R95 SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENT HTML 74K
INFORMATION - Consolidated Statements of Cash
Flows (Details)
112: R96 CONVERTIBLE PREFERRED STOCK - Additional HTML 62K
Information (Details)
113: R97 CONVERTIBLE PREFERRED STOCK - Voting Rights, HTML 81K
Dividends and Liquidation Rights (Details)
114: R98 CONVERTIBLE PREFERRED STOCK - Conversion And HTML 101K
Future Tranche Right (Details)
115: R99 STOCKHOLDERS' EQUITY - Common Stock Dividends HTML 49K
(Details)
116: R100 STOCKHOLDERS' EQUITY - Treasury Stock (Details) HTML 47K
117: R101 STOCKHOLDERS' EQUITY - Stock Repurchase Programs HTML 82K
(Details)
118: R102 STOCKHOLDERS' EQUITY - Issuance of Convertible HTML 64K
Preferred Stock (Details)
119: R103 STOCKHOLDERS' EQUITY - Summary of Components of HTML 89K
Accumulated Other Comprehensive Loss (Details)
120: R104 STOCKHOLDERS' EQUITY - Amounts Reclassified Out of HTML 104K
Accumulated Other Comprehensive Loss (Details)
121: R105 INCOME TAXES - Income Before Provision before HTML 55K
Income Taxes (Details)
122: R106 INCOME TAXES - Provision For Income Taxes HTML 74K
(Details)
123: R107 INCOME TAXES - Effective Tax Rate Reconciliation HTML 85K
(Details)
124: R108 INCOME TAXES - Additional Information (Details) HTML 92K
125: R109 INCOME TAXES - Deferred Tax Assets and Liabilities HTML 94K
(Details)
126: R110 INCOME TAXES - Valuation Allowances (Details) HTML 55K
127: R111 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 59K
128: R112 FAIR VALUE MEASUREMENTS - Schedule of Assets and HTML 82K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
129: R113 FAIR VALUE MEASUREMENTS - Additional Information HTML 126K
(Details)
130: R114 FAIR VALUE MEASUREMENTS - Contingent consideration HTML 63K
(Details)
131: R115 DERIVATIVE FINANCIAL INSTRUMENTS - Additional HTML 72K
Information (Details)
132: R116 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of HTML 59K
Fair Values of Derivative Financial Instruments
(Details)
133: R117 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of the HTML 60K
Effects of Derivative Financial Instruments
Designated as Cash Flow Hedging Instruments
(Details)
134: R118 DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of HTML 53K
Losses Recognized on Derivative Financial
Instruments Not Designated As Hedging Instruments
(Details)
135: R119 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 63K
Stock-Based Compensation Plans (Details)
136: R120 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 69K
Schedule of Stock-Based Compensation Expense
(Details)
137: R121 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 61K
Schedule of Stock-Based Compensation Expense by
Type of Award (Details)
138: R122 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 80K
Restricted Stock Units and Performance Stock Units
(Details)
139: R123 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 63K
Schedule of PSU Activity (Details)
140: R124 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 56K
Adjustment in Connection with the Spin-Off
(Details)
141: R125 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 83K
Stock Bonus Program and Bonus Share Program
(Details)
142: R126 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 61K
Activities Of Stock Bonus Program (Details)
143: R127 STOCK-BASED COMPENSATION AND OTHER BENEFIT PLANS - HTML 57K
Other Benefit Plans (Details)
144: R128 LEASES - Additional Information (Details) HTML 68K
145: R129 LEASES - Component Of Lease Expense (Details) HTML 63K
146: R130 LEASES - Supplemental Cash Flow Information HTML 72K
Related To Leases (Details)
147: R131 LEASES - Maturities Of Lease Liabilities (Details) HTML 85K
148: R132 LEASES - Supplemental Balance Sheet Information HTML 66K
(Details)
149: R133 COMMITMENTS AND CONTINGENCIES - Purchase HTML 51K
Obligations And Off-Balance Sheet Risk (Details)
150: R134 COMMITMENTS AND CONTINGENCIES - Legal Proceedings HTML 108K
(Details)
151: R135 SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER HTML 47K
INFORMATION - Reportable Operating Segments
(Details)
152: R136 SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER HTML 66K
INFORMATION - Revenue by Geography (Details)
153: R137 SEGMENT, GEOGRAPHIC, AND SIGNIFICANT CUSTOMER HTML 54K
INFORMATION - Property and equipment, net
(Details)
154: R9999 Uncategorized Items - vrnt-20240131.htm HTML 65K
156: XML IDEA XML File -- Filing Summary XML 307K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
As required pursuant to the listing standards of The NASDAQ Stock Market (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Rule 10D-1 under the Exchange Act, the Board of Directors (the “Board”) of Verint Systems Inc. (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”) to empower the Company to recover Covered Compensation (as defined below) erroneously awarded to a Covered Officer (as defined below) in the event of an Accounting Restatement (as defined below).
Notwithstanding anything in this Policy to the contrary, at all times, this Policy remains subject to interpretation and operation in accordance with the final rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”),
the final listing standards adopted by the Stock Exchange, and any applicable SEC or Stock Exchange guidance or interpretations issued from time to time regarding such Covered Compensation recovery requirements (collectively, the “Final Guidance”). Questions regarding this Policy should be directed to the Company’s General Counsel.
Policy Statement
Unless a Clawback Exception (as defined below) applies, the Company will recover reasonably promptly from each Covered Officer the Covered Compensation Received (as defined below) by such Covered Officer in the event that the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each, an “Accounting Restatement”). If a Clawback Exception applies with respect to a Covered Officer, the Company may forgo such recovery under this Policy from such Covered Officer.
Covered
Officers
For purposes of this Policy, “Covered Officer” is defined as any current or former “Section 16 officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act, as determined by the Board or the Compensation Committee of the Board (the “Committee”). Covered Officers include, at a minimum, “executive officers” as defined in Rule 3b-7 under the Exchange Act and identified under Item 401(b) of Regulation S-K.
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Covered
Compensation
For purposes of this Policy:
•“Covered Compensation” is defined as the amount of Incentive-Based Compensation (as defined below) Received during the applicable Recovery Period (as defined below) that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received during such Recovery Period had it been determined based on the relevant restated amounts, and computed without regard to any taxes paid.
Incentive-Based Compensation Received by a Covered Officer will only qualify as Covered Compensation if: (i) it is Received on or after October 2, 2023; (ii) it is Received after such
Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a current Covered Officer at any time during the performance period for such Incentive-Based Compensation; and (iv) it is Received while the Company has a class of securities listed on a national securities exchange or a national securities association.
For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Covered Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of such Incentive-Based Compensation that is deemed to be Covered Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return
upon which the Incentive-Based Compensation was Received, and the Company will maintain and provide to the Stock Exchange documentation of the determination of such reasonable estimate.
•“Incentive-Based Compensation” is defined as any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined below). For purposes of clarity, Incentive-Based Compensation includes compensation that is in any plan (other than tax-qualified retirement plans), including long term disability, life insurance, and supplemental executive retirement plans, and any other compensation that is based on such Incentive-Based Compensation, such as earnings accrued on notional amounts of Incentive-Based
Compensation contributed to such plans.
•“Financial Reporting Measure” is defined as a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures.
•Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure
specified in the Incentive-Based Compensation award is attained (for example, the fiscal period corresponding to the achievement of the applicable performance measure), even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery Period
For purposes of this Policy, the applicable “Recovery Period” is defined as the three completed fiscal years immediately preceding the Trigger Date (as defined below) and, if
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applicable, any transition period resulting from a change in the
Company’s fiscal year within or immediately following those three completed fiscal years (provided, however, that if a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, such period would be deemed to be a completed fiscal year).
For purposes of this Policy, the “Trigger Date” as of which the Company is required to prepare an Accounting Restatement is the earlier to occur of: (i) the date that the Board, applicable Board committee, or officers authorized to take action if Board action is not required, concludes, or reasonably should have concluded, that
the Company is required to prepare the Accounting Restatement or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare the Accounting Restatement.
Clawback Exceptions
The Company is required to recover all Covered Compensation Received by a Covered Officer in the event of an Accounting Restatement unless (i) one of the following conditions are met and (ii) the Committee has made a determination that recovery would be impracticable in accordance with Rule 10D-1 under the Exchange Act
(under such circumstances, a “Clawback Exception” applies):
•the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered (and the Company has already made a reasonable attempt to recover such erroneously awarded Covered Compensation from such Covered Officer, has documented such reasonable attempt(s) to recover, and has provided such documentation to the Stock Exchange);
•recovery would violate home country law that was adopted prior to November 28, 2022 (and the
Company has already obtained an opinion of home country counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and provided such opinion to the Stock Exchange); or
•recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code and regulations thereunder. For purposes of clarity, this Clawback Exception only applies to tax-qualified retirement plans and does not apply to other plans, including long term disability, life insurance, and supplemental executive retirement plans, or any other compensation that is based on Incentive-Based Compensation in such plans,
such as earnings accrued on notional amounts of Incentive-Based Compensation contributed to such plans.
Prohibitions
The Company is prohibited from paying or reimbursing the cost of insurance for, or indemnifying, any Covered Officer against the loss of erroneously awarded Covered Compensation.
Administration and Interpretation
The Committee will administer this Policy in accordance with the Final Guidance, and will have full and exclusive authority and discretion to supplement, amend, repeal, interpret, terminate, construe, modify,
replace and/or enforce (in whole or in part) this Policy, including the authority to correct any defect, supply any omission or reconcile any ambiguity,
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inconsistency or conflict in the Policy, subject to the Final Guidance. The Committee will review the Policy from time to time and will have full and exclusive authority to take any action it deems appropriate.
The Committee will have the authority to offset any compensation or benefit amounts that become due to the applicable Covered Officers to the extent permissible under Section 409A of the Internal Revenue Code of 1986, as amended, and as it deems necessary or desirable to recover any Covered Compensation.
Each
Covered Officer, upon being so designated or assuming such position, is required to execute and deliver to the Company’s General Counsel an acknowledgment of and consent to this Policy, in a form reasonably acceptable to and provided by the Company from time to time, (i) acknowledging and consenting to be bound by the terms of this Policy, (ii) agreeing to fully cooperate with the Company in connection with any of such Covered Officer’s obligations to the Company pursuant to this Policy, and (iii) agreeing that the
Company may enforce its rights under this Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under this Policy.
Disclosure
This Policy, and any recovery of Covered Compensation by the Company pursuant to this Policy that is required to be disclosed in the Company’s filings with the SEC, will be disclosed as required by the Securities Act of 1933, as amended, the Exchange Act, and related rules and regulations, including the Final Guidance.
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VERINT
SYSTEMS INC.
Compensation Clawback Policy Acknowledgment and Consent
The undersigned hereby acknowledges that he or she has received and reviewed a copy of the Compensation Clawback Policy (the “Policy”) of Verint Systems Inc. (the “Company”), effective as of October 2, 2023, as adopted by the Company’s Board of Directors.
Pursuant to such Policy, the undersigned hereby:
•acknowledges that he or she has been designated as (or assumed
the position of) a “Covered Officer” as defined in the Policy;
•acknowledges and consents to the Policy;
•acknowledges and consents to be bound by the terms of the Policy and agrees that the terms of the Policy supersede those of any other agreement between the Company and the undersigned to the extent in conflict, including, but not limited to, any employment agreement between the Company and the undersigned;
•agrees to fully cooperate with the
Company in connection with any of the undersigned’s obligations to the Company pursuant to the Policy; and
•agrees that the Company may enforce its rights under the Policy through any and all reasonable means permitted under applicable law as the Company deems necessary or desirable under the Policy.
ACKNOWLEDGED AND AGREED:
Name: [NAME]
________________________________
Date: [DATE]
[Compensation
Clawback Policy Acknowledgment and Consent]
Dates Referenced Herein and Documents Incorporated by Reference
