Attached files
file | filename |
---|---|
8-K - ESCO 8K - ESCO TECHNOLOGIES INC | esco8k.htm |
EX-10.9 - SEVENTH AMENDMENT PERFORMANCE COM PLAN - ESCO TECHNOLOGIES INC | exhibit109.htm |
EX-10.8 - EXHIBIT - ESCO TECHNOLOGIES INC | exhibit108.htm |
EX-10.10 - THIRD AMENDMENT TO INCENTIVE COMP PLAN - ESCO TECHNOLOGIES INC | exhibit1010.htm |
EX-10.2 - FIFTH AMENDMENT TO 1999 STOCK OPTION PLAN - ESCO TECHNOLOGIES INC | exhibit102.htm |
EX-10.3 - FIFTH AMENDMENT TO 2001 STOCK INCENTIVE PLAN - ESCO TECHNOLOGIES INC | exhibit103.htm |
EX-10.4 - FOURTH AMENDMENT TO 2004 INCENTIVE COMP PLAN - ESCO TECHNOLOGIES INC | exhibit104.htm |
EX-10.7 - NOTICE OF AWARD - ESCO TECHNOLOGIES INC | exhibit107.htm |
EX-10.1 - RESOLUTIONS - ESCO TECHNOLOGIES INC | exhibit101.htm |
EX-10.5 - SIXTH AMENDMENT TO 2001 STOCK INCENTIVE PLAN - ESCO TECHNOLOGIES INC | exhibit105.htm |
EXHIBIT
10.6
Compensation
Recovery Policy
The Human
Resources and Compensation Committee has adopted a Compensation Recovery Policy
for executive and senior officers. Under this Policy, the Company, to
the extent permitted by governing law, may recover equity or other at-risk
income that was based on achievement of quantitative performance targets, or
cease payments under an employment agreement, if an executive or other senior
officer engaged in intentional misconduct resulting in a financial restatement
or in any increase in his or her incentive or equity income. Equity
or other at-risk income includes, without limitation, income related to the
annual Performance Compensation and Incentive Compensation Plans, Stock Option
Awards, Restricted Stock Awards, Performance-Accelerated Restricted Stock
Awards, and employment agreements, where applicable. The Company will
also, pursuant to the terms of the plans, notice of awards, or other agreements,
recover any equity or at-risk income received by an executive or officer should
such individual engage in activity that competes with, or is otherwise harmful
to the Company or its affiliated companies.
The
Committee will have sole discretion in determining (i) whether the executive’s
or officer’s conduct has or has not met any particular standard of conduct under
the law or this Compensation Recovery Policy, and (ii) the amount of
compensation that may be recovered from the executive or
officer. Recoverable compensation will include equity or at-risk
income exercised, earned or distributed (as applicable) during the period(s)
that required restatement or during the period(s) in which the executive or
officer engaged in competitive or otherwise harmful conduct (not to exceed 3
years), up to the amount (adjusted for interest) which the executive or officer
obtained as a result of such conduct. The amount of Recoverable
Compensation may also include fines, penalties, and other expenses incurred by
the Company as a result of such wrongful conduct under the Policy, including
expenses incurred to recoup compensation under this Policy. In making
the above determinations, the Committee shall conduct a hearing at which the
executive or officer will have the opportunity to defend his actions and
otherwise explain his conduct. The Committee shall carefully consider
the statements of the executive or officer at such a hearing prior to making its
determination.
Recovery
under this Policy shall not preclude the Company from seeking relief under any
other agreement, policy or law. The attached matrix entitled
“CLAWBACK” shall be construed as part of this Compensation Recovery
Policy
.
CLAWBACK
Employee
Group
|
Clawback
Provision and Timeframe*
|
Comments
|
||||
Exec
Officer
|
Corp
Officer
|
Pres/
GM
|
CFO
|
|||
Stock
Options
|
X
|
X
|
X
|
X
|
· All
gains from exercise(s) that occurred during any period(s) that required
restatement up to the amount of the excess obtained by the prohibited
activity or restatement.
|
Not
to exceed 3 years
|
Performance
Shares
|
X
|
X
|
X
|
X
|
· The
full value of any performance shares distributed for any period(s) that
required restatement up to the amount of the difference caused by such
restatement.
|
Not
to exceed 3 years
|
ICP
|
X
|
· All
payments made that were in excess of the correct multiplier for the
relevant timeframe**.
|
Not
to exceed 3 years
|
|||
PCP
|
X
|
X
|
X
|
X
|
||
Employment
Agreement
|
X
|
X
|
· All
payments to date. No future payments will be
provided.
|
N/A
|
*In all
cases, the amount recoverable shall include interest and fines, penalties, and
other expenses, including expenses incurred to recoup such amounts (as described
in the Policy).
**The
“relevant timeframe” – the timeframe that covers the period of time when the
misconduct first occurred to the date it was corrected. Inclusive of
any amounts paid to, or incurred/owed to the
employee.