If
the Company is required to restate its financial results due to material noncompliance with
financial reporting requirements under the securities laws as a result of misconduct or error (as
determined by the Independent Directors),
the Company may, in the discretion of the Independent
Directors, take action for
the Company to recoup from Executives all or any portion of an Incentive
Award received by the Executive, the amount of which had been determined in whole or in part upon
specific performance targets relating to the restated financial results, regardless of whether the
Executive engaged in any misconduct or was at fault or responsible in any way for causing the need
for the restatement. In such an event,
the Company shall be entitled to recoup up to the amount,
if any, by which the Incentive Award actually received by the Executive exceeded the payment that
would have been received based on the restated financial results.
The Company’s right of recoupment
pursuant to this policy shall apply only if demand for recoupment is made not later than three
years following the payment of the applicable Incentive Award.
