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I.
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Introduction
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II.
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Definitions
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(1)
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“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting
requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” or reissuance
restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” or revision restatement). For the avoidance of doubt, in no event
will a restatement of the Company’s financial statements that is not due in whole or in part to the Company’s material noncompliance with any financial reporting requirement under applicable law (including any rule or regulation
promulgated thereunder) be considered an Accounting Restatement under this Policy. For example, a restatement due exclusively to a retrospective application of any one or more of the following will not be considered an Accounting
Restatement under this Policy: (i) a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued
operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; and (v) revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.
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(2)
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“Board” means the Board of Directors of the Company.
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(3)
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“Clawback Eligible Incentive Compensation” means all Incentive-Based Compensation Received by an Executive Officer (i) on or after the effective
date of the applicable Exchange rules adopted in order to comply with Rule 10D-1, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period
relating to the applicable Incentive-Based Compensation (whether or not such Executive Officer is serving as such at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a
class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).
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(4)
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“Clawback Period” means, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the
Restatement Date (as defined below), and if the Company changes its fiscal year, any transition period of less than nine months within or immediately following those three completed fiscal years.
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(5)
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“Committee” means the Compensation Committee of the Company (if composed entirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the
Board).
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(6)
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“Erroneously Awarded Compensation” means, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of
Clawback Eligible Incentive Compensation 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 paid.
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(7)
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“Exchange” means the New York Stock Exchange.
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(8)
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“Executive Officer” means each individual who is (a) a current or former executive officer, as determined by the Committee (as defined below) in
accordance with Section 10D and Rule 10D-1 of the Exchange Act and the listing standards of the Exchange, (b) a current or former employee who is classified by the Committee as an executive officer of the Company, which includes without
limitation any of the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), vice president in charge of a principal business unit, division or
function (such as sales, administration or finance), and any other person who performs policy-making functions for the Company (including executive officers of a parent or subsidiary if they perform policy-making functions for the
Company), and (3) an employee who may from time to time be deemed subject to the Policy by the Committee. For the avoidance of doubt, the identification of an executive officer for purposes of this Policy shall include each executive
officer who is or was identified pursuant to Item 401(b) of Regulation S-K or Item 6.A of Form 20-F, as applicable.
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(9)
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“Financial Reporting Measures” means measures that are determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total
shareholder return) shall, for purposes of this Policy, be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a
filing with the SEC.
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(10)
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“Incentive-Based Compensation” shall have the meaning set forth in Section III below.
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(11)
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“Exchange Effective Date” means October 2, 2023.
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(12)
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“Policy” means this Clawback Policy, as the same may be
amended and/or restated from time to time.
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(13)
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Incentive-Based Compensation will be deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in
the Incentive-Based Compensation documentation is attained, even if (a) the payment or grant of the Incentive-Based Compensation to the Executive Officer occurs after the end of that period or (b) the Incentive-Based Compensation
remains contingent and subject to further conditions thereafter, such as time-based vesting.
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(14)
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“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board, or the officer(s) 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 an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body
directs the Company to prepare an Accounting Restatement.
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(15)
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“SARs” means shareholder appreciate rights.
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(16)
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“SEC” means the U.S. Securities and Exchange Commission.
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III.
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Incentive-Based Compensation
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Non-equity incentive plan awards that are earned based, wholly or in part, on satisfaction of a Financial Reporting Measure performance goal;
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Bonuses paid from a “bonus pool,” the size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal;
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Other cash awards based on satisfaction of a Financial Reporting Measure performance goal;
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Restricted stock, restricted stock units, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial
Reporting Measure performance goal; and
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Proceeds received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure
performance goal.
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Any base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure performance goal);
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Bonuses paid solely at the discretion of the Committee or Board that are not paid from a “bonus pool” that is determined by satisfying a Financial Reporting Measure performance goal;
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Bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period;
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Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures (e.g., consummating a merger or divestiture) or operational measures (e.g., completion of
a project, acquiring a specified number of vessels, attainment of a certain market share); and
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Equity awards that vest solely based on the passage of time and/or satisfaction of one or more non-Financial Reporting Measures (e.g., a time-vested award, including time-vesting
stock options or restricted share rights).
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IV.
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Administration and Interpretation
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V.
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Recovery of Erroneously Awarded Compensation
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a.
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b.
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Cash Awards Paid from Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously Awarded Compensation is the pro rata portion of any deficiency
that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.
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c.
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Equity Awards. With respect to equity awards, if the shares, options or SARs are still held at the time of recovery, the Erroneously Awarded Compensation is the
number of such securities Received in excess of the number that should been received applying the restated Financial Reporting Measure (or the value in excess of that number). If the options or SARs have been exercised, but the
underlying shares have not been sold, the Erroneously Awarded Compensation is the number of shares underlying the excess options or SARs (or the value thereof). If the underlying shares have already been sold, then the Committee
and/or Board shall determine the amount which most reasonably estimates the Erroneously Awarded Compensation.
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d.
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Compensation Based on Stock Price or Total Shareholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return,
where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i) the amount shall be determined by the Committee and/or Board
based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received; and (ii) the Committee and/or Board shall maintain
documentation of such determination of that reasonable estimate and provide such documentation to the Exchange in accordance with applicable listing standards.
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(2)
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The Committee shall have discretion to determine the appropriate means of recovering Erroneously Awarded Compensation based on the particular facts and circumstances. Notwithstanding the foregoing, except
as set forth in Section VI below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder.
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(3)
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To the extent that the Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or
applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy. To the extent that the Erroneously Awarded
Compensation is recovered under a foreign recovery regime, the recovery would meet the obligations of Rule 10D-1.
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(4)
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To the extent that an Executive Officer fails to repay all Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such
Erroneously Awarded Compensation from the applicable Executive Officer. The applicable Executive Officer shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal and other collection
related fees) by the Company in recovering such Erroneously Awarded Compensation.
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VI.
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Discretionary Recovery
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(1)
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The Committee has determined that the direct expenses, such as reasonable legal expenses and consulting fees, paid to a third party to assist in enforcing the Policy would exceed the amount to be
recovered. In order for the Committee to make this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Compensation, document such attempt(s) to recover, and provide such documentation to the
Exchange;
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(2)
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Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded
Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and a copy of the opinion is provided to
Exchange;
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(3)
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Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or
Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
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VII.
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Recoupment Period Covered and Amount
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VIII.
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Method of Recovery of Erroneously Awarded Compensation
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(1)
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Requiring reimbursement of cash Incentive-Based Compensation previously paid;
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(2)
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Seeking recovery of any gain realized on the granting, vesting, exercise, settlement, sale, transfer or other disposition of any equity or equity-based awards;
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(3)
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Offsetting the recouped amount from any compensation otherwise owed by the Company or its affiliates to the Executive Officer;
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(4)
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Cancelling outstanding vested or unvested equity or equity-based awards and/or reducing outstanding future payments due or possibly due in respect of amounts already Received; and/or
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(5)
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Taking any other remedial and recovery action permitted by law, as determined by the Committee.
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IX.
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Disclosure Requirements
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X.
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No Indemnification
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XI.
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Effective Date
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XII.
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Amendment; Termination
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XIII.
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Other Recovery Rights
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XIV.
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Successors
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I have received and read the attached Policy Regarding the Recovery of Erroneously Awarded Compensation (this “Policy”).
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I hereby agree to abide by all of the terms of this Policy both during and after my employment with the Company, including, without limitation, by promptly repaying or returning any Erroneously Awarded
Compensation to the Company as determined in accordance with this Policy.
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Signature:
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Printed Name:
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Date:
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