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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Aspen Aerogels Inc. 10-K 12/31/23 94:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.85M
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 173K
3: EX-14.1 Code of Ethics HTML 484K
4: EX-21.1 Subsidiaries List HTML 26K
5: EX-23.1 Consent of Expert or Counsel HTML 26K
9: EX-97 Clawback Policy re: Recovery of Erroneously HTML 107K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
8: EX-32 Certification -- §906 - SOA'02 HTML 29K
11: R1 Document and Entity Information HTML 100K
12: R2 Consolidated Balance Sheets HTML 119K
13: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
14: R4 Consolidated Statements of Operations HTML 100K
15: R5 Consolidated Statements of Stockholders' Equity HTML 105K
16: R6 Consolidated Statements of Stockholders' Equity HTML 39K
(Parenthetical)
17: R7 Consolidated Statements of Cash Flows HTML 145K
18: R8 Consolidated Statements of Cash Flows HTML 28K
(Parenthetical)
19: R9 Pay vs Performance Disclosure HTML 39K
20: R10 Insider Trading Arrangements HTML 37K
21: R11 Description of Business HTML 41K
22: R12 Summary of Basis of Presentation and Significant HTML 78K
Accounting Policies
23: R13 Revenue from Contracts with Customers HTML 202K
24: R14 Inventories HTML 42K
25: R15 Property, Plant and Equipment, Net HTML 62K
26: R16 Accrued Expenses HTML 40K
27: R17 Revolving Line of Credit HTML 30K
28: R18 Related Party Transactions HTML 41K
29: R19 Convertible Note - Related Party HTML 67K
30: R20 Other Income (Expense) HTML 34K
31: R21 Leases HTML 52K
32: R22 Commitments and Contingencies HTML 52K
33: R23 Stockholders' Equity HTML 34K
34: R24 Employee Benefit Plan HTML 31K
35: R25 Employee Stock Ownership Plans HTML 174K
36: R26 CARES Act Payroll Tax Deferral HTML 31K
37: R27 Net Loss Per Share HTML 74K
38: R28 Income Taxes HTML 113K
39: R29 Segment Information HTML 142K
40: R30 Subsequent Events HTML 33K
41: R31 Valuation and Qualifying Accounts HTML 68K
42: R32 Description of Business (Policies) HTML 149K
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44: R34 Inventories (Tables) HTML 43K
45: R35 Property, Plant and Equipment, Net (Tables) HTML 57K
46: R36 Accrued Expenses (Tables) HTML 39K
47: R37 Convertible Note - Related Party (Tables) HTML 48K
48: R38 Leases (Tables) HTML 43K
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52: R42 Income Taxes (Tables) HTML 103K
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54: R44 Description of Business - Additional Information HTML 86K
(Detail)
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Accounting Policies - Additional Information
(Detail)
56: R46 Revenue from Contracts with Customers - Additional HTML 42K
Information (Details)
57: R47 Revenue from Contracts with Customers - Summary of HTML 56K
Revenue Disaggregated by Geographical Region and
Source of Revenue (Detail)
58: R48 Revenue from Contracts with Customers - Summary of HTML 46K
Changes in Contract Assets and Contract
Liabilities (Detail)
59: R49 Inventories - Schedule of Inventories (Detail) HTML 36K
60: R50 Property, Plant and Equipment, Net - Summary of HTML 55K
Property, Plant and Equipment (Detail)
61: R51 Property, Plant and Equipment, Net - Additional HTML 43K
Information (Detail)
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(Detail)
63: R53 Revolving Line of Credit - Additional Information HTML 37K
(Detail)
64: R54 Related Party Transactions - Additional HTML 79K
Information (Details)
65: R55 Convertible Note - Related Party - Additional HTML 103K
Information (Detail)
66: R56 Convertible Note - Related Party - Summary of HTML 36K
Convertible Notes (Detail)
67: R57 Other Income (Expense) - Additional Information HTML 48K
(Detail)
68: R58 Leases - Additional Information (Detail) HTML 65K
69: R59 Leases - Summary of Maturities of Operating Lease HTML 45K
Liabilities (Detail)
70: R60 Commitments and Contingencies - Additional HTML 73K
Information (Detail)
71: R61 Commitments and Contingencies - Summary of HTML 34K
Capitalized Implementation Costs are Classified on
the Consolidated Balance Sheets (Detail)
72: R62 Stockholders' Equity - Additional Information HTML 32K
(Detail)
73: R63 Employee Benefit Plan - Additional Information HTML 29K
(Detail)
74: R64 Employee Stock Ownership Plans - Additional HTML 142K
Information (Detail)
75: R65 Employee Stock Ownership Plans - Summary of Stock HTML 39K
Based Compensation Included in Cost of Sales or
Operating Expenses (Detail)
76: R66 Employee Stock Ownership Plans - Summary of Fair HTML 45K
Value of Option Awards Estimated by Use of
Black-Scholes Option Pricing Model (Detail)
77: R67 Employee Stock Ownership Plans - Summary of Stock HTML 96K
Option Outstanding (Detail)
78: R68 Employee Stock Ownership Plans - Summary of HTML 57K
Grants, Vesting, and Forfeitures of RSUs (Detail)
79: R69 CARES Act Payroll Tax Deferral - Additional HTML 37K
Information (Details)
80: R70 Net Loss Per Share - Computation of Basic and HTML 58K
Diluted Net Loss Per Share (Detail)
81: R71 Net Loss Per Share - Summary of Potentially HTML 40K
Dilutive Common Shares Excluded from Computation
of Diluted Net Loss Per Share (Detail)
82: R72 Income Taxes - Schedule of Reconciliation Between HTML 49K
U.S. Statutory Income Tax Rate and Company's
Effective Rate (Detail)
83: R73 Income Taxes - Schedule of Deferred Tax Assets and HTML 57K
Deferred Tax Liabilities (Detail)
84: R74 Income Taxes - Additional Information (Detail) HTML 57K
85: R75 Segment Information - Additional Information HTML 28K
(Detail)
86: R76 Segment Information - Summary of Revenue and HTML 84K
Segment Operating Profit (Detail)
87: R77 Segment Information - Schedule of Revenues, Based HTML 36K
on Shipment Destination or Research Services
Location (Detail)
88: R78 Subsequent Events - Additional Information HTML 43K
(Detail)
89: R79 Schedule II - Valuation and Qualifying Accounts HTML 41K
(Detail)
91: XML IDEA XML File -- Filing Summary XML 174K
94: XML XBRL Instance -- aspn-20231231_htm XML 2.69M
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92: JSON XBRL Instance as JSON Data -- MetaLinks 586± 912K
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| EX-97 |
Exhibit 97
ASPEN AEROGELS, INC. COMPENSATION RECOUPMENT POLICY (Amended and Restated Effective June 1, 2023)
1. Introduction
The Aspen Aerogels, Inc. Compensation Recoupment Policy (the “Policy”) was originally adopted effective as of December 18, 2018. Effective June 1, 2023, the Policy and is amended and restated as set forth herein by action of the Board of Directors (the “Board”) of Aspen Aerogels, Inc. (the “Company”), in order to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules of the Securities and Exchange Commission (the “Commission”) promulgated thereunder and the listing requirements of the New York Stock Exchange, or such other national securities exchange on which the Company’s securities may be listed from time to time (the “Exchange”).
2. Scope of Policy
This Policy provides for the recoupment of certain compensation in the following situations:
a. Recoupment of erroneously awarded Incentive Compensation from Executive
Officers in the event of a Restatement, pursuant to Section 3 of this Policy;
b. Recoupment of Incentive Compensation from Designated Individuals in the event of Misconduct, pursuant to Section 4 of this Policy; and
c. Recoupment of Incentive Compensation as otherwise may be required by any applicable law, rule or regulation, stock exchange rule or regulatory body having jurisdiction over the Company from time to time.
3. Recoupment of Incentive Compensation from Executive Officers in the Event of a
Restatement
a. Covered Executive Officers. Section 3 of this Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section
10D of the Exchange Act (the “Executive Officers”).
b. Recoupment in General; Applicable Restatements.
i. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that (A) is material to the previously issued financial statements, or (B) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”), the Compensation and Leadership Development Committee of the Board (the “Committee”) shall cause the Company to promptly recover, to the fullest extent permitted under applicable law (and subject to the exceptions set forth below), any erroneously awarded Incentive Compensation (as defined below) received by each
Executive Officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such a Restatement (including, where required under Section 10D of the Exchange Act, any transition period resulting from a change in the Company’s fiscal year).
ii. For purposes of clarity, a “Restatement” shall not be deemed to include changes to the Company’s financial restatements that do not involve the correction of an error resulting from material non-compliance with financial reporting requirements, as determined in accordance with applicable accounting standards and guidance. By way of example, based on current accounting standards and guidance, a “Restatement” would not include changes to the Company’s financial statements resulting solely from: (A) retrospective application of a change in accounting principles; (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; or (E) retrospective revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
iii. For purposes of Section 3 of this Policy, the date that the Company is required to prepare a Restatement shall be the earlier of (A) the date that the Board (or the officer or 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 a Restatement; or (B) the date a court, regulator or other legally authorized body directs the Company to prepare a Restatement.
iv. For purposes of Section 3 of this Policy, Incentive Compensation shall be deemed to be received by an Executive Officer in the Company’s fiscal period during which the applicable Financial Reporting Measure (as defined below) specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
c. Incentive Compensation. For purposes of Section 3 of this Policy, “Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part on the attainment of a Financial Reporting Measure (as defined below). For purposes of this Policy, “Financial Reporting Measures” are measures that are 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, regardless of whether such measures are presented within the Company’s financial statements or included in a filing with the Commission. Financial Reporting Measures include stock price and total shareholder return.
d. Erroneously Awarded Compensation: Amount Subject to Recoupment.
i. The amount to be recovered from an Executive Officer pursuant to Section
3 of this Policy in the event of a Restatement shall equal the amount of Incentive Compensation received by the Executive Officer that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid, plus, as and to the extent
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determined by the Committee in its discretion, interest or earnings thereon (which may include, without limitation, interest at a default rate as determined by the Committee in the event of an Executive Officer’s failure to timely repay any erroneously awarded Incentive Compensation for which a demand for repayment has been made by the Company pursuant to this Policy).
ii. Where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in the Restatement (as in the case of Incentive Compensation based on stock price or total shareholder return), the Committee shall determine such amount based on a reasonable estimate of the effect of the Restatement on the applicable Financial Reporting Measure, and the Committee shall maintain documentation of any such estimate and provide such documentation to the Exchange.
iii. To the extent that Section 3 of this Policy otherwise would provide for recoupment of Incentive Compensation that the Company has recovered from an Executive Officer pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (or pursuant to any other recoupment obligation), the amount already so recovered from such Executive Officer may be credited against the recoupment otherwise required under this Policy.
e. Exceptions to Recoupment. Notwithstanding anything herein to the contrary, the Company need not recoup erroneously awarded Incentive Compensation from an Executive Officer pursuant to Section 3 of this Policy to the extent that the Committee determines that such recoupment would be impracticable and either:
i. The direct expense paid to a third party to assist in enforcing Section 3 of this Policy would exceed the amount to be recovered (determined by the Committee after making and documenting a reasonable attempt to recoup such erroneously awarded compensation, and providing documentation to the Exchange of such reasonable attempt to recoup the compensation); or
ii. Recoupment 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; or
iii. Recoupment would violate home country law where that law was adopted prior to November 28, 2022 (determined by the Committee after the Company has obtained an opinion of home country counsel acceptable to the Exchange, that recoupment would result in such a violation, and such opinion is provided to the Exchange).
f. No Indemnification. Notwithstanding the terms of any agreement, policy or governing document of the Company to the contrary, the Company shall not indemnify any Executive Officer against (i) the loss of any erroneously awarded Incentive Compensation, or (ii) any claim relating to the Company’s enforcement of its rights under this Policy. By signing the Acknowledgement Form (defined below), each Executive Officer irrevocably agrees never to institute any claim against the Company or any subsidiary, knowingly and voluntarily waives his
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or her ability, if any, to bring any such claim, and releases the Company and any subsidiary from any such claim, for indemnification with respect to any expenses (including attorneys’ fees), judgments or amounts of compensation paid or forfeited by the Executive Officer in connection with the application or enforcement of Section 3 of this Policy; and if, notwithstanding the foregoing, any such claim for indemnification is allowed by a court of competent jurisdiction, then the Executive Officer shall be deemed irrevocably to have agreed not to pursue such claim and hereby agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.
g. Filings. The Committee shall cause the Company to make any filings with, or submissions to, the Commission and the Exchange that may be required pursuant to rules or standards adopted by the Commission or the Exchange pursuant to Section 10D of the Exchange Act.
4. Recoupment of Incentive Compensation from Designated Individuals in the Event of
Misconduct
a. Discretionary Recoupment. In addition to any recoupment that may be required pursuant to Section 3 of this Policy, in the event of Misconduct, the Committee, in its discretion, may cause the Company to recover, terminate the vesting of, and/or provide for the forfeiture of any Incentive Compensation from any Designated Individual who engaged in the Misconduct, or any Designated Individual who knew or ought to have known about the Misconduct and failed to report it. Solely for purposes of Section 4 of this Policy, “Incentive Compensation” means that portion of a Designated Individual’s total compensation from the Company that is related to achieving financial or other performance goals under a variable short- or long-term incentive compensation plan of the Company, whether or not such compensation has been paid or vested, as applicable, and shall include cash bonuses, stock options, restricted share units, performance share units, restricted shares and all equivalents and other equity-based compensation.
b. Designated Individuals. For purposes of Section 4 of this Policy, “Designated Individuals” mean: (i) the chief executive officer and the chief financial officer of the Company and each of their direct reports; (ii) any other executive officer designated by the Committee from time to time; (iii) any other Company employee with material oversight responsibility over those who prepare the Company’s financial statements, as designated by the Company from time to time; and (iv) any other Company employee who is a participant in any Incentive Compensation plan or program of the Company.
c. Definition of Misconduct. For purposes of Section 4 of this Policy, “Misconduct” means any of the following with respect to a Designated Individual: (i) fraud; (ii) intentional and material non-compliance with applicable laws or the Company’s Code of Business Conduct and Ethics; (iii) engaging in wrongdoing in connection with any conduct constituting a criminal offense under the jurisdiction of the U.S. Department of Justice; (iv) any activity that would constitute grounds for the Company’s termination of the Designated Individual’s employment for “cause” (as defined in or pursuant to any applicable agreement between the Designated Individual and the Company); and (v) any failure to report or take action to stop the misconduct of another employee in respect of which the Designated Individual had actual knowledge or was willfully blind.
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d. Recoupment Process.
i. In determining whether to recoup Incentive Compensation and the amount of Incentive Compensation subject to recoupment under Section 4 of this Policy, the Committee may take into account any factors it deems relevant, including:
A. The individual’s position and degree of responsibility for the
Misconduct;
B. The availability of other remedies to the Company;
C. Any actual or potential penalties or punishments which regulators or third parties may impose on the relevant individual or the Company;
D. The taxes paid by the relevant individual and the right of the relevant individual to recover all or any part of those taxes; and
E. the cost and likely outcome of any potential litigation relating to the recoupment, and whether recoupment may prejudice any other interests of the Company, including its interest in any related proceeding or investigation.
ii. All determinations under Section 4 of this Policy will be made by the
Committee, and all such determinations will be final and binding on all interested parties.
iii. In recovering any Incentive Compensation pursuant to Section 4 of this
Policy, the Company may, without limitation:
A. Cancel, or require such individual to forfeit, the receipt or payment of all or part of such Incentive Compensation, valuing any forfeited restricted share units, performance share units, restricted shares, and stock options as of the date of forfeiture; and/or
B. Require reimbursement to the Company of cash-settled short-term or long-term Incentive Compensation that has been paid to the relevant individual; and/or
C. Require payment to the Company of an amount equal to the benefit to the individual from (I) each restricted share unit, performance share unit and restricted share awarded settled, and (II) each stock option exercised by the affected individual, in each case valuing the benefit as at the date of settlement or exercise, as applicable, of the award; and/or
D. Deduct amounts from salary, wages, Incentive Compensation and/or any other compensation owing, awarded or payable by the Company to the applicable individual, or withhold, forfeit and/or cancel any Incentive Compensation, and bring any other actions against the individual which it may deem necessary or advisable to recover all of the amount.
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5. Methods of Recoupment
a. The Committee will determine, in its absolute discretion and taking into account the applicable facts and circumstances, the method or methods for recovering any erroneously awarded Incentive Compensation hereunder, which method(s) need not be applied on a consistent basis; provided in any case that any such method provides for reasonably prompt recoupment and otherwise complies with any requirements of the Exchange and applicable law. By way of example and not in limitation of the foregoing, methods of recoupment that the Committee, in its discretion, may determine to use under the Policy may include, to the extent permitted by applicable law (including, without limitation, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)), one or more of the following methods (which rights shall be cumulative and not exclusive): (i) repayment by the Executive Officer in immediately available funds, (ii) the forfeiture or repayment of Incentive Compensation, (iii) the forfeiture or repayment of time-based equity or cash incentive compensation awards, (iv) the surrender of shares of Company common stock held by the Executive Officer pursuant to any applicable Company guidelines or policies regarding stock ownership or retention, (v) the forfeiture of, or offset against, benefits under a deferred compensation plan, and/or (vi) the offset of all or a portion of the amount of the erroneously awarded Incentive Compensation against other compensation payable to the Executive Officer.
b. To the fullest extent permitted by applicable law (including, without limitation, Section 409A), the Committee may, in its sole discretion, delay the vesting or payment of any compensation otherwise payable to an Executive Officer to provide a reasonable period of time to conduct or complete an investigation into whether this Policy is applicable, and if so, how it should be enforced, under the circumstances.
6. Administration
This Policy shall be administered by the Committee. The Committee shall have full and final authority to make all determinations under this Policy. In this regard, the Committee shall have no obligation to treat any Executive Officer or Designated Individual uniformly and the Committee may make determinations selectively among Executive Officers and Designated Individuals in its business judgment. All determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its subsidiaries, its stockholders and its employees. It is intended that Section 3 of this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Commission or the Exchange.
7. Policy Not Exclusive
The remedies specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company. The repayment or forfeiture of Incentive Compensation or other amounts pursuant to the Policy shall not in any way limit or affect the Company’s right to pursue disciplinary action or dismissal, take legal action or pursue any other remedies available to the Company (including, without limitation, the exercise of any rights of recoupment, recovery, forfeiture or offset that may be available to the Company
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pursuant to the terms of any other applicable Company policy, employment agreement, equity plan or award agreement).
8. Effective Date
This Policy, as amended and restated, is effective June 1, 2023 (the “Effective Date”) and shall apply to any Incentive Compensation that is (a) approved, awarded or granted to an Executive Officer on or after the Effective Date, or (b) received by an Executive Officer on or after the effective date of the listing standards adopted by the Exchange pursuant to Section 10D of the Exchange Act.
9. Amendment; Termination
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it may deem necessary to comply with the rules of the Commission and the listing standards of the Exchange under Section 10D of the Exchange Act (in any event without the consent of any Executive Officer, Designated Individual or any other person). The Board may terminate this Policy at any time. Notwithstanding the foregoing, no amendment or termination of this Policy shall be effective to the extent that 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 law, any rule of the Commission, or any listing standards of the Exchange.
10. Governing Law; Exclusive Forum
To the extent not preempted by federal law, this Policy shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without regard to conflicts of law principles. Notwithstanding any dispute resolution policy maintained by the Company or any subsidiary to the contrary, any action directly or indirectly arising out of or related to Section 3 of this Policy may be brought only in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”). Solely with respect to any such action, the Company and each Executive Officer (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto. Notwithstanding the existence of any other dispute between the Company and an Executive Officer, the governing law and choice of forum for any action directly or indirectly arising out of or related to this Policy shall be governed exclusively by the terms of this Policy, and to the extent necessary to comply with this Policy, any action directly or indirectly arising out of or related to this Policy shall be severed from any other dispute between the Company and an Executive Officer. For avoidance of doubt, no action directly or indirectly arising out of or related to this Policy may be brought in any forum other than the Chosen Courts.
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11. Severability; Waiver
If any provision of this Policy is determined to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law. The waiver by the Company or the Committee with respect to compliance of any provision of this Policy by an Executive Officer shall not operate or be construed as a waiver of any other provision of this Policy, or of any subsequent acts or omissions by an Executive Officer under this Policy.
12. Acknowledgement by Executive Officers and Designated Individuals
a. The Committee shall require each Executive Officer serving as such on or after the Effective Date (and the Company may require any Designated Individual who is not an Executive Officer) to sign and return to the Company an acknowledgement in the form attached hereto as Exhibit A (or in such other form as may be prescribed by the Committee from time to time) (the “Acknowledgement Form”), pursuant to which the Executive Officer (or Designated Individual, as applicable) will affirmatively agree to be bound by, and to comply with, the terms and conditions of this Policy.
b. Moreover, any award agreement or other document setting forth the terms and conditions of Incentive Compensation (collectively, a “Covered Agreement”) may include a provision incorporating the terms and conditions of the Policy; provided that the Company’s failure to incorporate the Policy into any Covered Agreement shall not waive the Company’s right to enforce the Policy. In the event of any inconsistency between the provisions of the Policy and the applicable Covered Agreement, the terms of the Policy shall govern.
* * * * *
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Revision History
Version |
Status |
Reason for Change |
Date |
V 1.0 |
Initial adoption & publication |
Initial policy issuance |
|
V 2.0 |
Reformatting (non- substantive) policy amendments |
Policy reformatting & re- issuance |
|
V 3.0 |
Amendment and Restatement |
Compliance with Section 10D of Exchange Act and SEC/NYSE rules |
|
Related Company Policies
• Code of Business Ethics and Conduct
9
EXHIBIT A
ACKNOWLEDGEMENT FORM
ASPEN AEROGELS, INC. COMPENSATION RECOUPMENT POLICY
As an Executive Officer and/or Designated Individual of Aspen Aerogels, Inc. (the “Company”), I hereby acknowledge the receipt of a copy of the Company’s Compensation Recoupment Policy (the “Policy”), affirm that I have read and understand the Policy, and agree to be bound by, and to comply with, the terms and conditions of the Policy as in effect from time to time (which are incorporated herein), in each case during my service as an Executive Officer and/or Designated Individual of the Company and thereafter for so long as required under the Policy.
I agree to fully cooperate with the Company in the event it is required to enforce the Policy. In this regard, I agree to repay to the Company fully and promptly, upon demand (in immediately available funds denominated in U.S. dollars or otherwise as specified by the Company pursuant to the Policy), all amounts of erroneously awarded Incentive Compensation as may be determined by the Committee in its discretion and set out in the Company’s demand for repayment , plus such interest or earnings as may be determined by the Committee in its discretion and set out in the Company’s demand for repayment.
I also agree that my obligation to repay the erroneously awarded Incentive Compensation (plus any such interest or earnings) shall be absolute and unconditional, irrespective of any defense or any rights of set-off, recovery or counterclaim I might otherwise have against the Company. In this regard, I voluntarily, irrevocably and unconditionally waive any objection to, or any claim for damages or loss related to, the Company pursuing any other method of recoupment of erroneously awarded Incentive Compensation that is deemed appropriate by the Committee in its sole discretion (including, without limitation, the methods of recoupment set forth in the Policy).
I further acknowledge and agree that in no event shall any of the terms of the Policy, or any action taken the Company to enforce its rights under the Policy, be deemed to constitute “good reason” for purposes of determining any right I may otherwise have to receive any severance or other benefits under any Company plan, policy, agreement or arrangement in connection with the termination of my employment. Further, I acknowledge and agree that the Company’s rights under the Policy are in addition to, and not in lieu of, any other legal remedies or rights of recoupment, recovery, forfeiture or offset that may be available to the Company.
My execution of this Acknowledgement Form is in consideration of, and is a condition to, my opportunity to participate in, and receive future awards under, the Company’s Incentive Compensation programs; provided, however, that nothing in this Acknowledgement Form or the Policy shall be deemed to obligate the Company to make any specific Incentive Compensation awards in the future.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/7/24 | 4, 8-K | ||
| For Period end: | 12/31/23 | |||
| 6/1/23 | 4, 8-K, S-8 | |||
| 11/28/22 | 4, 8-K | |||
| 10/12/22 | ||||
| 12/18/18 | ||||
| List all Filings | ||||