Executive Management Recoupment Policy for Compensation Following Financial Restatement

Summary

This policy allows the Board of Directors to recover compensation from executive management if their intentional actions or negligence lead to a material restatement of the company's financial results due to fraud or misconduct. If such behavior is found, the Board can demand repayment or cancel bonuses, incentive pay, stock options, or other equity awards, and may also reduce future compensation. The policy aims to ensure executives act in the best interests of the company and its shareholders. The Board may review and update the policy as needed.

EX-10.OO 7 exhibit10oorecoupmentpolicy.htm EXHIBIT Exhibit10ooRecoupmentPolicy

Exhibit 10(oo)

RECOUPMENT POLICY

The Recoupment Policy provides a framework for the recovery of compensation delivered to any member of Executive Management whose intentional acts, or failures to act, are responsible in whole, or in part, for the material restatement of the Corporation’s publicly filed financial results due to fraud or misconduct, including gross negligence, on the part of such executive. The Policy is intended to ensure that members of Executive Management act in the best interest of the Corporation and its shareholders.

The Board of Directors, in its sole discretion, will: (A) evaluate the circumstances of any material restatement of the Corporation’s financial statements and determine whether fraud or misconduct, including gross negligence, involving intentional acts, or failures to act, on the part of any member of Executive Management was responsible in whole, or in part, for the restatement; (B) determine the time period involved with, and subsequent periods affected by, any such fraud or misconduct, and (C) determine the amount of compensation that should be recouped in each case if such fraud or misconduct is determined to have occurred.

If the Board determines that recoupment of compensation is warranted, the Board may take appropriate action, including, but not limited to, the following:


A.	for the period restated or affected by the restatement, which may include any period during which the fraud or misconduct occurred, demand repayment, or effect the cancellation, of some or all of the following:


1.	any bonus, or incentive compensation, received or awarded for the period to the extent that the amount of the bonus, or incentive compensation, that would have been awarded to the member of Executive Management had the financial results been properly reported would have been lower than the amount actually awarded,


2.	any gains realized as a result of exercising an option during, or awarded for performance during, the period,


3.	any gains realized as a result of the vesting or payment of long-term incentives during, or awarded for performance during, the period, and/or


4.	any equity compensation awarded during, or based upon performance for, the period, and/or


B.	reduce future compensation as a means to recover the amount the Board determines should be recouped.

This policy may be reviewed and revised by the Board on a periodic basis.