Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer — Form 20-F — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.38M
Non-Canadian Issuer
2: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 74K
Liquidation or Succession
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 28K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 30K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 30K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 61K Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 33K
5: EX-12.2 Statement re: the Computation of Ratios HTML 33K
8: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 29K
15: R1 Cover HTML 100K
16: R2 Audit Information HTML 34K
17: R3 Consolidated Balance Sheets HTML 148K
18: R4 Consolidated Statement of Comprehensive Loss HTML 108K
19: R5 Consolidated Statement of Comprehensive Loss HTML 31K
(Parenthetical)
20: R6 Consolidated Statement of Changes in Shareholders' HTML 116K
Equity
21: R7 Consolidated Statement of Changes in Shareholders' HTML 31K
Equity (Parenthetical)
22: R8 Consolidated Statement of Cash Flows HTML 150K
23: R9 General HTML 38K
24: R10 Summary of Significant Accounting Policies HTML 103K
25: R11 Investments HTML 65K
26: R12 Inventory HTML 36K
27: R13 Other Accounts Receivable and Prepaid Expenses HTML 38K
28: R14 Leases HTML 54K
29: R15 Property and Equipment, Net HTML 44K
30: R16 Credit Facility HTML 35K
31: R17 Other Accounts Payable and Accrued Expenses HTML 39K
32: R18 Merger With 10X Capital HTML 37K
33: R19 Commitments and Contingent Liabilities HTML 45K
34: R20 Shareholders' Equity HTML 50K
35: R21 Share-Based Compensation HTML 91K
36: R22 Income Taxes HTML 95K
37: R23 Convertible Promissory Notes HTML 38K
38: R24 Warrant Liabilities HTML 35K
39: R25 Fair Value Measurements HTML 116K
40: R26 Financial Income, Net HTML 40K
41: R27 Basic and Diluted Net Loss Per Share HTML 41K
42: R28 Segments HTML 49K
43: R29 Related Party Transactions HTML 46K
44: R30 Subsequent Events HTML 33K
45: R31 Summary of Significant Accounting Policies HTML 160K
(Policies)
46: R32 Summary of Significant Accounting Policies HTML 55K
(Tables)
47: R33 Investments (Tables) HTML 67K
48: R34 Inventory (Tables) HTML 37K
49: R35 Other Accounts Receivable and Prepaid Expenses HTML 38K
(Tables)
50: R36 Leases (Tables) HTML 56K
51: R37 Property and Equipment, Net (Tables) HTML 47K
52: R38 Other Accounts Payable and Accrued Expenses HTML 39K
(Tables)
53: R39 Commitments and Contingent Liabilities (Tables) HTML 36K
54: R40 Shareholders' Equity (Tables) HTML 46K
55: R41 Share-Based Compensation (Tables) HTML 91K
56: R42 Income Taxes (Tables) HTML 98K
57: R43 Fair Value Measurements (Tables) HTML 118K
58: R44 Financial Income, Net (Tables) HTML 40K
59: R45 Basic and Diluted Net Loss Per Share (Tables) HTML 41K
60: R46 Segments (Tables) HTML 47K
61: R47 Related Party Transactions (Tables) HTML 37K
62: R48 General (Details) HTML 54K
63: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 99K
Narrative (Details)
64: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 44K
Schedule of Property and Equipment (Details)
65: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 52K
Schedule of Weighted-Average Valuation Assumptions
(Details)
66: R52 Investments (Details) HTML 63K
67: R53 INVENTORY - Schedule of Inventory (Details) HTML 38K
68: R54 Other Accounts Receivable and Prepaid Expenses HTML 39K
(Details)
69: R55 LEASES - Narrative (Details) HTML 33K
70: R56 LEASES - Schedule of Lease Costs (Details) HTML 54K
71: R57 LEASES - Schedule of Maturities of Lease HTML 48K
Liabilities (Details)
72: R58 Property and Equipment, Net (Details) HTML 54K
73: R59 Credit Facility (Details) HTML 52K
74: R60 Other Accounts Payable and Accrued Expenses HTML 41K
(Details)
75: R61 Merger With 10X Capital (Details) HTML 90K
76: R62 COMMITMENTS AND CONTINGENT LIABILITIES - Schedule HTML 40K
of Annual Purchase Commitments Under Contracts
(Details)
77: R63 COMMITMENTS AND CONTINGENT LIABILITIES - Narrative HTML 75K
(Details)
78: R64 SHAREHOLDERS' EQUITY - Narrative (Details) HTML 62K
79: R65 SHAREHOLDERS' EQUITY - Schedule of Stock by Class HTML 53K
(Details)
80: R66 SHARE-BASED COMPENSATION - Schedule of Share-Based HTML 39K
Compensation Expense (Details)
81: R67 SHARE-BASED COMPENSATION - Narrative (Details) HTML 88K
82: R68 SHARE-BASED COMPENSATION - Share-based Payment HTML 73K
Arrangement, Option, Activity (Details)
83: R69 SHARE-BASED COMPENSATION - Share-based Payment HTML 75K
Arrangement, Option, Exercise Price Range
(Details)
84: R70 SHARE-BASED COMPENSATION - Share-based Payment HTML 58K
Arrangement, Restricted Stock Unit, Activity
(Details)
85: R71 INCOME TAXES - Narrative (Details) HTML 31K
86: R72 INCOME TAXES - Schedule of Loss Before Taxes HTML 39K
(Details)
87: R73 INCOME TAXES - Schedule of Deferred Tax Assets and HTML 60K
Liabilities (Details)
88: R74 INCOME TAXES - Schedule of Valuation Allowance HTML 33K
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89: R75 INCOME TAXES - Schedule of Income Tax Expense HTML 46K
(Benefit) (Details)
90: R76 INCOME TAXES - Schedule of Unrecognized Tax HTML 38K
Benefit (Details)
91: R77 INCOME TAXES - Schedule of Net Operating Loss HTML 35K
Carryforwards (Details)
92: R78 Convertible Promissory Notes (Details) HTML 71K
93: R79 Warrant Liabilities (Details) HTML 63K
94: R80 FAIR VALUE MEASUREMENTS - Assets and Liabilities HTML 92K
Measured at Fair Value on a Recurring Basis
(Details)
95: R81 FAIR VALUE MEASUREMENTS - Quantitative Information HTML 61K
Regarding Level 3 Fair Value Measurements
(Details)
96: R82 FAIR VALUE MEASUREMENTS - Schedule of Changes in HTML 48K
Fair Value of Warrant Liabilities (Details)
97: R83 Financial Income, Net (Details) HTML 37K
98: R84 Basic and Diluted Net Loss Per Share (Details) HTML 65K
99: R85 Segments (Details) HTML 56K
100: R86 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 35K
101: R87 RELATED PARTY TRANSACTIONS - Schedule of HTML 35K
Transactions with Related Party (Details)
102: R88 RELATED PARTY TRANSACTIONS - Schedule of Balances HTML 34K
with Related Party (Details)
103: R89 Subsequent Events (Details) HTML 53K
105: XML IDEA XML File -- Filing Summary XML 193K
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104: EXCEL IDEA Workbook of Financial Report Info XLSX 197K
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‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Approved by the Compensation Committee of the Board of Directors on November 22, 2023 (the “Adoption Date”)
I.Purpose
This Executive Officer Clawback Policy describes
the circumstances under which Covered Persons of REE Automotive Ltd. and any of its direct or indirect subsidiaries (the “Company”) will be required to repay or return Erroneously-Awarded Compensation to the Company.
This Policy and any terms used in this Policy shall be construed in accordance with any SEC regulations promulgated to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including without limitation Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and the rules adopted by Nasdaq, as well as the provisions of the Israeli Companies Law of 1999 (the “Companies Law”).
Each
Covered Person of the Company shall sign an Acknowledgement and Agreement to the Clawback Policy in the form attached hereto as Exhibit A as a condition to his or her participation in any of the Company’s incentive-based compensation programs; provided that this Policy shall apply to each Covered Person irrespective of whether such Covered Person shall have failed, for any reason, to have executed such Acknowledgement and Agreement.
II.Definitions
For purposes of this Policy, the following capitalized terms shall have the respective meanings set forth below:
a.“Accounting
Restatement” shall mean an accounting restatement (i) 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 restatements that is material to the previously issued financial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). Notwithstanding the foregoing, none of the following changes to the Company’s financial statements represent error corrections and shall not be
deemed an Accounting Restatement: (a) retrospective application of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (c) retrospective reclassification due to a discontinued operation; (d) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (e) retrospective revision for share splits, reverse share splits, share dividends or other changes in capital structure.
b.“Board” shall mean the Board of Directors of the Company.
c.“Clawback-Eligible
Incentive Compensation” shall mean, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.
d.“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change
in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
e.“Committee” shall mean the Compensation Committee of the Board.
f.“Covered Person” shall mean any person who is, or was at any time, during the Clawback Period, an Executive Officer of the Company. For the avoidance of doubt, Covered Person may include a former Executive Officer that left the Company, retired or
transitioned to an employee non-Executive Officer role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period, and this Policy applies regardless of whether the Covered Person was at fault for an accounting error or other action that resulted in, or contributed to, the Accounting Restatement.
g.“Erroneously-Awarded Compensation” shall mean the amount of Clawback-Eligible Incentive Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts. This amount must be computed without regard to any taxes paid.
h.“Executive
Officer” shall mean (i) the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, (ii) any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company, or (iii) an “Officer” within the meaning set forth in the Companies Law. For the sake of clarity,
at a minimum, all persons who would be executive officers pursuant to Rule 401(b) under Regulation S-K shall be deemed “Executive Officers”.
i.“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures, including, without limitation, measures that are “non-GAAP financial measures” for purposes of Exchange Act Regulation G and Item 10(e) of Regulation S-K, as well other measures, metrics and ratios that are not non- GAAP measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total shareholder
return (and any measures that are derived wholly or in part from stock price or total shareholder return). A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a Company filing with the SEC.
j.“Incentive-Based Compensation” shall have the meaning set forth in Section III below.
m.“Policy” shall mean this Executive Officer Clawback Policy, as the same may be amended and/or restated from time to time.
n.“Received” shall mean Incentive-Based Compensation received, or deemed to be received, in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation is attained, even if the payment or grant occurs after the fiscal period.
o.“Repayment Agreement” shall have the meaning set
forth in Section V below.
p.“Restatement Date” shall mean the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
q.“SARs”
shall mean stock appreciation rights.
r.“SEC” shall mean the U.S. Securities and Exchange Commission.
III.Incentive-Based Compensation
“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested wholly or in part upon the attainment of a Financial Reporting Measure.
For purposes of this Policy, specific examples of Incentive-Based Compensation include, but are not limited to:
•Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction
of a Financial Reporting Measure performance goal;
•Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;
•Other cash awards based on satisfaction of a Financial Reporting Measure performance goal;
•Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal; and
•Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure performance
goal.
For purposes of this Policy, Incentive-Based Compensation excludes:
•Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);
•Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;
•Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;
•Non-equity
incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and
•Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures.
IV.Determination and Calculation of Erroneously-Awarded Compensation
In the event of an Accounting Restatement, the Committee shall promptly determine the amount of any Erroneously-Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall promptly thereafter provide each Executive Officer with a written notice containing the amount of Erroneously-Awarded Compensation and a demand for repayment, forfeiture or return thereof, as applicable.
a.Cash
Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been Received applying the restated Financial Reporting Measure.
b.Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
c.Equity Awards. With respect to equity awards, if the shares, options, SARs or other equity awards are still held at the time of recovery, the Erroneously-Awarded
Compensation is the number of such securities Received in excess of the number that should have been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options, SARs or other equity awards have been exercised, vested, settled or otherwise converted into underlying shares, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, the Erroneously-Awarded Compensation is the higher of the value of the stock upon vesting, exercise or sale.
d.Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return, where the amount of Erroneously-Awarded Compensation
is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee 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 (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards).
V.Recovery of Erroneously-Awarded Compensation
Once the Committee has determined the amount of Erroneously-Awarded Compensation recoverable from the applicable Covered Person, the Committee shall take all necessary actions to recover the Erroneously-Awarded Compensation.
Unless otherwise determined by the Committee, the Committee shall pursue the recovery of Erroneously-Awarded Compensation in accordance with the below:
a.Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.
b.Unvested
Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take all necessary action to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.
c.Vested Equity Awards. With respect to those equity awards that have vested and the underlying shares have not been sold, the Committee shall take all necessary action to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.
In the event that the Covered Person has sold the underlying shares, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees
to accept with a value equal to such Erroneously-Awarded Compensation) reasonably promptly following the Restatement Date or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time as determined by the Committee, the Company shall countersign such Repayment Agreement.
a.Repayment Agreement. “Repayment Agreement” shall mean an agreement (in a form reasonably acceptable to the Committee) with the Covered Person for the repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person.
b.Effect
of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall, or shall cause one or more other members of the Company to, take all actions reasonable and appropriate to recover such Erroneously-Awarded Compensation from the applicable Covered Person. Unless otherwise determined by the Committee in its discretion, the applicable Covered Person shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the
Company in recovering such Erroneously-Awarded Compensation in accordance with the immediately preceding sentence.
The Committee shall have broad discretion to determine the appropriate means of recovery of Erroneously-Awarded Compensation based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. However, in no event may the Company accept an amount that is less than the amount of Erroneously-Awarded Compensation in satisfaction of a Covered Person’s obligations hereunder.
VI.Discretionary Recovery
Notwithstanding anything herein to the contrary, the
Company shall not be required to take action to recover Erroneously-Awarded Compensation if any one of the following conditions are met and the Committee determines that recovery would be impracticable:
a.The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;
b.Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining
that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or
c.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 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
VII.Reporting and Disclosure Requirements
The
Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws, including the disclosure required by the applicable filings required to be made with the SEC.
VIII.Effective Date
This Policy shall apply to any Incentive-Based Compensation Received on or after the Nasdaq Effective Date.
IX.No Indemnification
The Company shall not indemnify any Covered Person
against the loss of Erroneously-Awarded Compensation and shall not pay, or reimburse any Covered Persons for premiums, for any insurance policy to fund such Covered Person’s potential recovery obligations.
X.Administration
The Committee has the sole discretion to administer this Policy and ensure compliance with Nasdaq Rules and any other applicable law, regulation, rule or interpretation of the SEC or Nasdaq promulgated or issued in connection therewith. Actions of the Committee pursuant to this Policy shall be taken by the vote of a majority of its members. The Committee shall, subject to the provisions of this Policy, make such determinations and interpretations and take such actions as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee shall be final, binding
and conclusive.
XI.Amendment; Termination
The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws, SEC rule, the Companies Law or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section XI to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the
Company contemporaneously with such amendment or termination) cause the Company to violate any federal securities laws, SEC rule, the Companies Law or the rules of any national securities exchange or national securities association on which the Company’s securities are then listed.
XII.Other Recoupment Rights; No Additional Payments
The Committee intends that this Policy will be applied to the fullest extent of the law. The Committee may require that any employment agreement, equity award agreement or any other agreement entered into on or after the Adoption Date shall, as a condition to the grant of any benefit thereunder, require
a Covered Person to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other rights under applicable law, regulation or rule or pursuant to any similar policy in any employment agreement, equity plan, compensation policy, equity award agreement or similar arrangement and any other legal remedies available to the Company. However, this Policy shall not provide for recovery of Incentive-Based Compensation that the Company has already recovered pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations.
XIII.Successors
This
Policy shall be binding and enforceable against all Covered Persons and their beneficiaries, heirs, executors, administrators or other legal representatives.
Exhibit
A
ACKNOWLEDGEMENT AND AGREEMENT
TO THE
EXECUTIVE OFFICER CLAWBACK POLICY
OF
REE AUTOMOTIVE LTD.
By signing below, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of REE Automotive Ltd. Executive Officer Clawback Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject
to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitation, by returning any Erroneously-Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner permitted by, the Policy.
Signature
Name
Date
Dates Referenced Herein and Documents Incorporated by Reference
