|Bonus Recoupment Policy|
CHOICE HOTELS INTERNATIONAL,INC.
BONUS RECOUPMENT POLICY
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.