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Corporate Governance

Board Members Officers Fair Disclosure Policy Safe Harbor Statement Corporate Governance Guidelines Audit Committee Charter Related Party Transaction Policies and Procedures Compensation Committee Charter Nominating and Governance Committee Charter Code of Ethics Stock Ownership and Stock Retention Policy Clawback Policy

Clawback Policy

The Board shall, in all appropriate circumstances and to the extent permitted by governing law, contract, and governing corporate documents, and if in the best interest of the Company as determined by the Board in its discretion, pursue reimbursement of some, any, or all incentive payment of any type or nature to any Executive officer of the Company (as defined in the Securities Exchange Act), or any equivalent remedy that may be permitted by law where:

  1. The payment was made or awarded based on the achievement of certain financial results or metrics that were subsequently restated in any Company financial restatements filed with the Securities & Exchange Commission;
  2. The Board determines the Executive engaged in knowing or reckless misconduct amounting to conscious disregard of duties or responsibilities that contributed in a material way to the need or requirement for any restatement, and that a lower payment or award would have been made to the Executive in the absence of such misconduct, or a lower award would have been made based on the restated financial statements, and
  3. The Board determines, in its reasonable discretion that it is just, practical, equitable, and in the best interest of the Company to pursue such reimbursement.

The Board shall require each executive officer of the company to comply with, and agree to the terms and conditions of this policy as a condition to appointment and continuation in service as an executive officer of the Company.