Common use of Claw-Back Clause in Contracts

Claw-Back. All incentive-based compensation, payments, and benefits provided to the Executive under this Agreement, as determined by the Compensation Committee, shall be subject to claw back by the Company (i.e., repayment by the Executive to the Company), less the amount of any withholdings or other deductions previously withheld on such compensation, (a) to the extent required by applicable law or (b) in the event the Executive’s misconduct pertaining to any financial reporting requirement under the federal securities laws results in the Company or related entity being required to prepare and file an accounting restatement or similar calculation with the SEC or a similar agency; provided, however, that no offset of any amounts owed under this Agreement or otherwise to the Executive shall be permissible to the Company under this Section 12 to the extent that the Executive would incur a violation of Section 409A of the Code as a result of any such offset, as determined solely by the Compensation Committee.