Classification:
Status:
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specified in the Incentive-Based Compensation
award is attained, even if the payment
or grant of
the Incentive-Based Compensation occurs after
the end of that period.
B.
In addition to the Recovery Period, this Policy
applies to any
transition period (that results from a change
in the Company’s fiscal year) within or immediately
following the Recovery Period (a “Transition Period”),
provided that a Transition Period between
the last day of the Company’s previous fiscal year
end and the first day of the Company’s new
fiscal year that comprises a period of nine
to 12 months will be deemed a completed
fiscal year.
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based
Compensation under this Policy is not dependent
on if or when a Restatement is filed.
C.
Determining Recovery Period.
For purposes of determining the relevant Recovery
Period, the date that the Company is required
to prepare the Restatement is the earlier
to occur
of:
●
the date the Board, a committee of 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,
and
●
the date a court, regulator, or other legally authorized body directs
the Company to
prepare a Restatement.
IV. AMOUNT SUBJECT TO RECOVERY
Recoverable Amount.
The amount of Incentive-Based Compensation
subject to
recovery under this Policy is the amount
of Incentive-Based Compensation received that
exceeds the amount of Incentive-Based
Compensation that otherwise would
have been received
had it been determined based on the restated
amounts, computed without regard
to any taxes
B.
Covered Compensation Based on the
Company’s Common Share Price or TSR.
For Incentive-Based Compensation based
on the price of the Company’s common shares
or total
shareholder return (“TSR”), where the amount
of erroneously awarded Incentive-Based
Compensation is not subject to mathematical
recalculation directly from the information
in a
Restatement, the recoverable amount
shall be based on a reasonable estimate
of the effect of
the Restatement on the share price or TSR upon
which the Incentive-Based Compensation
was
received.
In such event, the Company shall maintain
documentation of the determination of that
reasonable estimate and provide such documentation
to the NYSE.
V. EXCEPTIONS
The Company shall recover erroneously
awarded Incentive-Based Compensation
in
compliance with this Policy except to the
extent that the conditions set out below
are met and the
Board has made a determination that recovery
would be impracticable:
Direct Expense Exceeds Recoverable
Amount.
The direct expense paid to a third
party to assist in enforcing this Policy would
exceed the amount to be recovered;
provided,
however, that before concluding it would be impracticable to recover
any amount of erroneously
awarded Incentive-Based Compensation based
on the anticipated expense of enforcement,
the
Company shall make a reasonable attempt
to recover such erroneously awarded Incentive-
Based Compensation, document such reasonable
attempt(s) to recover, and provide that
documentation to the NYSE.