Item 5.02. Departure Of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
corporate governance, the Board of Directors of
approved, based on the recommendation of the Compensation Committee, a
Compensation Recoupment Policy (i.e., a clawback policy) that applies to the
Company's executive officers and specified other senior executive employees,
referred to as Covered Executives, and all incentive-based cash and equity
compensation grants awarded to a Covered Executive on or after
or that vest or are paid out on or after
to such date), referred to as Covered Compensation. The Compensation Recoupment
Policy allows the Company to reduce, cancel, or otherwise recoup from a Covered
Executive a specified portion of the Covered Compensation upon the occurrence of
Covered Events, which include restatement of the Company's financial results,
error, and certain detrimental conduct by the Covered Executive.
Any right of recoupment under the Compensation Recoupment Policy is in addition
to any other recoupment right the Company may have, including the right to take
action under the Company's 2007 Stock Compensation Plan, as amended, which also
provides the Company with a right to reduce, cancel or otherwise recoup from all
awards granted under such plan.
The foregoing description of the Compensation Recoupment Policy is qualified in
its entirety by reference to the Compensation Recoupment Policy, a copy of which
is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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