/ Governance /
Our Executive Severance Protection Plan contains a clawback feature that allows for the suspension and refund of termination benefits for subsequently discovered cause. Our equity award agreements also include compensation clawback provisions that provide that the employee refund any amounts received under the equity award agreements if the Management Development & Compensation Committee of our Board of Directors determines that an employee either engaged in or benefited from misconduct. Misconduct generally includes any act or failure to act that caused or was intended to cause a violation of our policies, generally accepted accounting principles or applicable laws and that materially increased the value of the equity award. Further, our Management Development & Compensation Committee has adopted a clawback policy applicable to our annual cash incentive awards that is designed to recoup annual cash incentive payments during a specified time period when the recipient’s personal misconduct affects the payout calculations for the awards.