Compensation Covered. The repayment and other obligations of an Executive described in this policy apply to any bonus paid, share grant issued (whether or not vested) and/or vested during the covered period, or share option exercised during the covered period, defined as the period commencing with the later of the effective date of this policy or the date that is four years prior to beginning of the fiscal year in which a restatement is announced and ending on the date recovery is sought pursuant to this policy; provided, however, that in no event shall this policy apply to any share or option award granted before the effective date of this policy.
Compensation Covered. The forfeiture and recoupment provisions of the Program apply to the following types of incentive compensation: (i) all or a portion of an annual cash incentive paid during the three year period prior to an Affirmative Recoupment Determination (the “Three Year Look Back Period”) under the Management Incentive Plan (MIP), Executive Incentive Plan (EIP), any similar annual cash bonus plan, or any sales incentive plan; (ii) all or any portion of an equity award (including stock options, restricted stock units (RSU) and RSUs granted in respect of performance-based restricted stock awards (e.g., PBRS)) granted during the Three Year Look Back Period; or (iii) all or a portion of a long-term incentive award (e.g., LTIP) paid during the Three Year Look Back Period, but only to the extent all or a portion of the performance period occurs during the Three Year Look Back Period. This Program shall apply prospectively to equity awards granted or incentive compensation paid on or after January 1, 2017 with respect to performance periods beginning on or after January 1, 2017. Equity awards and incentive compensation described in Paragraph A.2 (i), (ii), and (iii) shall be referred to herein, collectively or individually, as “Award” or “Awards.” This Program applies to any Covered Executive (defined herein) who is determined (pursuant to the procedures set forth in this Appendix C) to be involved in Misconduct.
