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Charters & Policies

Bonus Recoupment Policy

In the event of a material restatement of the Company’s financial results as a result of significant non-compliance with the financial reporting requirements, as determined by the Compensation and Management Development Committee (the “Committee”), the Committee will review incentive cash compensation that was paid to the Company’s executive officers based solely on the achievement of specific corporate financial goals (“covered compensation”) during the period of the restatement. If any covered compensation would have been lower had the covered compensation been calculated based on the Company’s restated financial results, the Company, in the Committee’s discretion, will recover and the affected executive officers will be required to repay the Company any portion of covered compensation paid in excess of what would have been paid based on the restated financial results.

The period for which the Committee may seek the recoupment of covered compensation shall be up to three years preceding the date on which the Company is required to restate its financial results. The term “executive officers” as used herein shall be the President and Chief Executive Officer and his direct reports. Further, the Company may take such other disciplinary action, including under other Company policies, against any executive officer whose misconduct led to the restatement as it deems necessary and appropriate, including, without limitation, termination of employment.

This policy shall apply in addition to any right of recoupment against the Chief Executive Officer and Chief Financial Officer pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or other applicable law or regulation. This policy shall not apply in any situation where a restatement is not the result of significant non-compliance with financial reporting requirements, such as, but not limited to, any restatement due to a change in applicable accounting rules, standards or interpretations, a change in the segment designations or the discontinuance of an operation.