Clawback; Additional Compensation Clause Samples

Clawback; Additional Compensation. (a) The Award and the shares of Common Stock or other compensation issuable hereunder shall be subject to the Policy for Recovery of Erroneously Awarded Compensation adopted by the Company’s Board on November 2, 2023, as the same may be modified or supplemented from time to time by the Board in order to comply with the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or other applicable law, and any rules and regulations promulgated thereunder (the “Clawback Policy”). (b) To the extent this Award constitutes Incentive-Based Compensation to which the Clawback Policy applies, and if the Company is required to prepare a Restatement that results in a restated Financial Reporting Measure being positively impacted (i.e., being increased rather than decreased), then the Participant shall be entitled to receive an amount equal to the difference between the amount the Participant should have “received” (within the meaning of the Clawback Policy) (i.e., based on the restated Financial Reporting Measure) and the amount the Participant received (i.e., based on the original, non-restated Financial Reporting Measure) (the “Additional Compensation”). The amount of the Additional Compensation shall be determined by the Board or its Compensation Committee in its sole discretion in a manner consistent with the Clawback Policy (to the extent applicable), and shall be paid in cash on December 1, 2032. Capitalized terms in this Section 15(b) that are not defined in this Award Agreement shall have such definitions as set forth in the Clawback Policy. The Additional Compensation opportunity will terminate, and the Participant shall forfeit such opportunity, automatically when the Company does not have a class of securities listed on a national securities exchange or association (the “Delisting”); provided, however, that the Participant shall remain entitled to receive any Additional Compensation relating to a prior Restatement that has not yet been paid as of the Delisting. For the avoidance of doubt, the Participant shall be entitled to receive payment of such Additional Compensation (if any) with respect to this Award only once (i.e. pursuant only to this Section 15(b)), and not additionally, pursuant to any other term(s) of this Award Agreement or the Plan (i.e., by taking the position that the Participant is entitled to the amount pursuant to the Award Agreement and without regard to this Section 15(b)).