Recoupment. Compensation under this plan will be subject to any claw back policy adopted by the Board of Directors, including, without limitation, by adjusting, recouping or forfeiting any awards made or paid under this Plan to executive officers during the past 36 months where the payment or award was predicated upon the achievement of certain financial results that were subsequently subject of a restatement.

Compliance with Executive Compensation Claw-back Laws. The Company has adopted an executive compensation recoupment policy providing that the Company reserves the right, where permitted or required in accordance with applicable federal or state laws and regulations, to recoup any Annual Awards made pursuant to this Plan, if the affected Participant’s Annual Award was paid or would be payable on the basis of erroneous financial or operational information, including but not limited to the Business Criteria, with respect to any Performance Period during which erroneous financial or business information was used to calculate any Performance Targets or Annual Awards provided hereunder. In addition, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), every publicly-traded company will be required to adopt a policy whereby, in the event of a restatement, the Company will recover from current and former Executives any incentive-based compensation, for the three years preceding the restatement, that would not have been awarded under the restated financial statements. Notwithstanding anything contained herein to the contrary, when this provision of the Dodd-Frank Act becomes effective, the Annual Awards of all executive officers of the Company shall be subject to the revised executive compensation recoupment policy to be adopted by the Committee.

Recoupment Policy. The Executive agrees that the Executive will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of the Company, as in effect from time to time and as approved by the Board or a duly authorized committee thereof, whether or not approved before or after the Effective Date of this Agreement.