Common use of Recovery of Erroneously Awarded Compensation Clause in Contracts

Recovery of Erroneously Awarded Compensation. In the event: • required under regulations adopted under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act; • the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of the end of the Performance Period; or • the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater, the Committee may require the Grantee to forfeit and/or repay an amount equal to the difference between the amount actually awarded pursuant to this Agreement based on the erroneous financial data and the amount of compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.

Recovery of Erroneously Awarded Compensation. In the event: • required under regulations adopted under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act; • the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of prior to the end of the Performance PeriodService Vesting Date; or • the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater, the Committee may require reduce the Grantee compensation to forfeit and/or repay an amount equal to the difference between the amount actually be awarded pursuant to this Agreement based on the erroneous financial data and by the amount that is in excess of what compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.

Recovery of Erroneously Awarded Compensation. In the event: • · required under regulations adopted under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act; • · the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of prior to the end vesting of the Performance PeriodShares; or • · the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater, the Committee may require reduce the Grantee compensation to forfeit and/or repay an amount equal to the difference between the amount actually be awarded pursuant to this Agreement based on the erroneous financial data and by the amount that is in excess of what compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.

Recovery of Erroneously Awarded Compensation. In the event: • required under regulations adopted under the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act; • the Company’s financial statements covering the Performance Period are restated due to material non-compliance with financial reporting requirements within two years of the end of the Performance Period; or • the Committee determines, in consultation with the Company’s Audit Committee, that there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the Performance Period would be deemed to be material because there is alleged misconduct of one or more participants hereunder associated with the adjustment and, absent the adjustment, the benefits payable hereunder to such participant(s) would be materially greater, the Committee may require the Grantee to forfeit and/or repay an amount equal to the difference between the amount actually awarded pursuant to this Agreement based on the erroneous financial data and the amount of compensation that should have been awarded to the Grantee pursuant to the this Agreement under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Committee in its sole discretion taking into account those factors the Committee determines necessary or appropriate.