Common use of Xxxx-Xxxxx Clawback Clause in Contracts

Xxxx-Xxxxx Clawback. Notwithstanding any other provision of this Agreement to the contrary, in order to comply with Section 10D of the Securities Exchange Act of 1934, as amended, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if FII is required to prepare an accounting restatement due to the material noncompliance of FII with any financial reporting requirements under the securities laws, then any Employee who is a former or current executive officer of FII shall return to FII, or forfeit if not yet paid, the amount of any “incentive-based compensation” (as defined under the Clawback Requirements) received during the three-year period preceding the date on which FII is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Employee under the accounting restatement as determined by FII in accordance with the Clawback Requirements and any policy adopted by FII pursuant to the Clawback Requirements.