Accounting Restatement. (a) In the event that Company is required to prepare an accounting restatement due to material non-compliance of Company with any financial reporting requirement related to a period during the term of this Agreement under the securities laws (“Restatement”), for any reason including without limitation as a result of fraud, negligence, or intentional misconduct, whether by Executive or any other person(s), subject to Section 3.7(b) hereof, Executive shall reimburse Company for any Excess Payment (as defined below) received for the first annual accounting period covered by any individual Restatement and related later Restatements due to non-compliance with the same financial reporting requirement. Executive shall not be responsible for reimbursement for any Restatements that result from or are a continuation of practices and policies prior to the date of this Agreement unless (i) during the first year after the date of this Agreement Executive has actual knowledge of the practices and policies including actual knowledge that such policies and practices involve material non-compliance with any financial reporting requirement, and (ii) thereafter Executive has actual knowledge of the practices and policies, and in the case of both (i) and (ii) has not reported such matter to the Audit Committee of the Board within a reasonable period after acquiring such knowledge. For purposes of this Section 3.7(a), “Excess Payment” shall mean the positive difference, if any, between any Performance Bonus payment made to Executive and the payment that would have been made had the Performance Bonus been calculated based upon Company’s financial statements as restated. The portion of any Excess Payment retained by Executive net after taxes shall be repaid within ninety (90) days after Executive has been notified in writing of a Board determination described below, and the remainder of such Excess Payment, if any, shall be repaid within thirty (30) days of the date on which Executive is entitled to receive the benefit of a refund claim.
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Accounting Restatement. (a) In the event that Company is required to prepare an accounting restatement due to material non-compliance of Company with any financial reporting requirement related to a period during the term of this Agreement under the securities laws (“Restatement”), for any reason including without limitation as a result of fraud, negligence, or intentional misconduct, whether by Executive or any other person(s), subject to Section 3.7(b) hereof, Executive shall reimburse Company for any Excess Payment (as defined below) received for the first annual accounting period covered by any individual Restatement and related later Restatements due to non-compliance with the same financial reporting requirement. Executive shall not be responsible for reimbursement for any Restatements that result from or are a continuation of practices and policies prior to the date of this Agreement unless (i) during the first year after the date of this Agreement Executive has actual knowledge of the practices and policies including actual knowledge that such policies and practices involve material non-compliance with any financial reporting requirement, and (ii) thereafter Executive has actual knowledge of the practices and policies, and in the case of both (i) and (ii) has not reported such matter to the Audit Committee of the Board within a reasonable period after acquiring such knowledge. For purposes of this Section 3.7(a), “Excess Payment” shall mean the positive difference, if any, between any Performance Bonus payment made to Executive and the payment that would have been made had the Performance Bonus been calculated based upon Company’s financial statements as restated. The portion of any Excess Payment retained by Executive net after taxes shall be repaid within ninety (90) days after Executive has been notified in writing of a Board determination described below, and the remainder of such Excess Payment, if any, shall be repaid within thirty (30) days of the date on which Executive is entitled to receive the benefit of a refund claim.
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Accounting Restatement. (a) In the event that the Company is required to prepare an accounting restatement due to material non-compliance of the Company with any financial reporting requirement related to a period during the term of this Agreement under the securities laws (“Restatement”), for any reason including without limitation as a result of fraud, negligence, or intentional misconduct, whether by Executive or any other person(s), subject to Section 3.7(b3.8(c) hereof, Executive shall reimburse the Company for any Excess Payment (as defined below) received for the first annual accounting period covered by any individual Restatement and related later Restatements due to non-compliance with the same financial reporting requirement. Executive shall not be responsible for reimbursement for any Restatements that result from or are a continuation of practices and policies prior to the date of this Agreement unless (i) during the first year after the date of this Agreement Executive has actual knowledge of the practices and policies including actual knowledge that such policies and practices involve material non-compliance with any financial reporting requirement, and (ii) thereafter Executive has actual knowledge of the practices and policies, and in the case of both (i) and (ii) has not reported such matter to the Audit Committee of the Board within a reasonable period after acquiring such knowledge. For purposes of this Section 3.7(a)3.8, “Excess Payment” shall mean the positive difference, if any, between any Performance Bonus payment made to Executive and the payment that would have been made had the Performance Bonus been calculated based upon the Company’s financial statements as restated. The portion of any Excess Payment retained by Executive net after taxes shall be repaid within ninety (90) days after Executive has been notified in writing of a Board determination described below, and the remainder of such Excess Payment, if any, shall be repaid within thirty (30) days of the date on which the Executive is entitled to receive the benefit of a refund claim.
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