4
4.
Reporting and Disclosure
. The Company shall file all disclosures with respect to
this Policy in
accordance with the requirements of the Dodd-Frank Rules.
5.
Indemnification Prohibition
. No member of the Company Group
shall be permitted to indemnify
any current or former Covered Executive against
(i) the loss of any Erroneously Awarded Compensation that
is recouped pursuant to the terms of this
Policy, or (ii) any claims relating to
the Company Group’s
enforcement of its rights under this Policy.
The Company may not pay or reimburse
any Covered Executive
for the cost of third-party insurance purchased by a
Covered Executive to fund potential recoupment
obligations
under this
Policy.
.
Each Covered Executive shall be required to sign and
return to the Company
the acknowledgement form attached hereto as Exhibit
A, pursuant to which such Covered Executive will
agree to be bound by the terms of, and comply with, this
Policy. For the avoidance
of doubt, each
Covered Executive will be fully bound by,
and must comply with, the Policy,
whether or not such Covered
Executive has executed and returned such acknowledgment
form to the Company.
;
Termination
. The Compensation Committee may amend or terminate this
Policy
from time to time in its discretion, including to comply
with (or maintain an exemption from the application
of) Section 409A of the Code or as and when it determines
that it is legally required to do so by any
federal securities laws, SEC rule or the rules of any national
securities exchange or national securities
association on which the Company’s securities are
listed.
8.
Other Recoupment Rights
. The Compensation Committee intends
that this Policy be applied to
the fullest extent of the law
and be interpreted in a manner consistent
with the Dodd-Frank Rules.
To
the
extent the Dodd-Frank Rules require
recovery of incentive-based compensation
in additional
circumstances beyond those specified
above, nothing in this Policy
shall be deemed to limit or restrict
the
right or obligation of the Company
to recover incentive-based compensation to
the fullest extent required
by the Dodd-Frank Rules. In addition,
the Compensation Committee may require
that any employment
agreement, equity award, cash incentive
award, or any other agreement entered
into on or after the
Effective Date be conditioned upon the Covered Executive’s
agreement to abide by the terms of this
Policy. Any right of
recoupment under this Policy is in addition to, and not in
lieu of, any other remedies or
rights of recoupment that may be available to the Company
Group, whether arising under applicable law,
regulation or rule, pursuant to the terms of any other policy
of the Company Group, pursuant to any
employment agreement, equity award, cash incentive
award, or other agreement applicable to a Covered
Executive, or otherwise (the “Separate Clawback
Rights”). Notwithstanding the foregoing, there shall be
no duplication of recovery of the same Erroneously Awarded
Compensation under this Policy and the
Separate Clawback Rights, unless required by applicable law.
. This Policy shall be binding and enforceable against
all Covered Executives and
their beneficiaries, heirs, executors, administrators or other legal
representatives.
. This Policy and all rights and obligations hereunder are
governed by
and construed in accordance with the internal laws of
the State of North Carolina, excluding any choice of
law rules or principles that may direct the application
of the laws of another jurisdiction. All actions arising
out of or relating to this Policy shall be heard and determined
exclusively in the district court of the State
of North Carolina located in the county in which the Company’s
principal executive offices are located or,
if such court declines to exercise jurisdiction or if subject
matter jurisdiction over the matter that is the
subject of any such legal action or proceeding is vested
exclusively in the U.S. federal courts, the U.S.
District Court for the Middle District of North Carolina.
11.
Exhibit Filing Requirement
. This Policy and any amendments hereto shall be posted on
the
Company’s website and filed as an exhibit to the Company’s
annual report on Form 10-K.
. The provisions in this Policy are intended to be applied
to the fullest extent of the
law. To
the extent that any provision of this Policy is found to be
unenforceable or invalid under any
applicable law, such provision
shall be applied to the maximum extent permitted, and shall
automatically
be deemed amended in a manner consistent with its objectives
to the extent necessary to conform to any
limitations required under applicable law.