EX-97.1 17 exhibit971.htm EX-97.1 exhibit971
 
Compensation Recovery Policy
Effective as of: 12/01/2023
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Exhibit 97.1
Table
 
of Contents
 
Compensation Recovery Policy
Effective as of: 12/01/2023
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1.
Introduction/Overview
The Board
 
of Directors
 
(the “
Board
” and
 
collectively, the “Boards”) of
 
each of
 
U.S. Century
 
Bank
(the “
Bank
”) and
 
USCB
 
Financial Holdings,
 
Inc. (the
 
“
Company
” and
 
collectively
 
with the
 
Bank,
the
 
“
Companies
”)
 
believe
 
that
 
it
 
is
 
in
 
the
 
best
 
interests
 
of
 
the
 
Companies
 
and
 
the
 
Company’s
shareholders to adopt this
 
Compensation Recovery Policy
 
(the “
Policy
”), which provides
 
for the
recovery of certain
 
incentive compensation in the
 
event of an
 
Accounting Restatement (as
 
defined
below). This
 
Policy
 
is
 
designed
 
to
 
comply
 
with,
 
and
 
shall
 
be
 
interpreted
 
to
 
be
 
consistent
 
with,
Section
 
10D
 
of
 
the
 
Securities
 
Exchange Act
 
of
 
1934,
 
as
 
amended (the
 
“
Exchange
 
Act
”), Rule
10D-1 promulgated under
 
the Exchange Act (“
Rule 10D-1
”) and Nasdaq Listing
 
Rule 5608 (the
“
Listing Standards
”).
2.
Administration
Except
 
as
 
specifically
 
set
 
forth
 
herein,
 
this
 
Policy
 
shall
 
be
 
administered
 
by
 
the
 
Company’s
 
Compensation Committee (the
 
“
Administrator
”). The Administrator
 
is authorized to
 
interpret and
construe this
 
Policy
 
and
 
to
 
make
 
all
 
determinations
 
necessary,
 
appropriate
 
or
 
advisable
 
for
 
the
administration of
 
this Policy.
 
Any determinations
 
made by
 
the Administrator
 
shall be
 
final and
binding on
 
all affected
 
individuals and
 
need not
 
be uniform
 
with respect
 
to each
 
individual covered
by the Policy. In the administration of this Policy,
 
the Administrator is authorized and directed to
consult with
 
the (i)
 
full Boards
 
or such
 
other committees
 
of the
 
Boards, such
 
as the
 
Company’s
 
Audit Committee, as may be necessary
 
or appropriate as to matters within the
 
scope of such other
committees’ responsibility and authority or (ii) the Companies’ counsel.
Subject to
 
any limitation
 
of applicable
 
law,
 
the Administrator
 
may authorize
 
and empower
 
any
officer or employee of the
 
Companies to take any
 
and all actions necessary
 
or appropriate to carry
out the purpose and
 
intent of this Policy (other
 
than with respect to
 
any recovery under this Policy
involving such officer or employee).
3.
Definitions
As used in this Policy, the following definitions shall apply:
“Accounting Restatement”
 
means an accounting restatement of the
 
Company’s financial
statements due
 
to the
 
Company’s material noncompliance
 
with any
 
financial reporting
 
requirement
under U.S.
 
securities
 
laws,
 
including any
 
required
 
accounting restatement
 
to correct
 
an
 
error in
previously issued financial
 
statements that is
 
material to the previously
 
issued financial statements
(commonly referred to as “Big R” restatements), or
 
that would result in a material misstatement if
the error were corrected in the current period or
 
left uncorrected in the current period (commonly
referred to as “little r” restatements).
“Administrator”
 
has the meaning set forth in Section 1 hereof.
“Applicable Period”
 
means the
 
three completed
 
fiscal years
 
immediately preceding
 
the
earlier
of (i) the
 
date the Board,
 
Audit
 
Committee of the
 
Board, or the
 
officer or officers
 
of the
Company authorized to take such action if Board
 
action is not required, concludes (or reasonably
should
 
have concluded)
 
that
 
an
 
Accounting
 
Restatement
 
is
 
required or
 
(ii)
 
the
 
date
 
a
 
regulator,
court
 
or
 
other
 
legally
 
authorized
 
entity
 
directs
 
the
 
Company
 
to
 
undertake
 
an
 
Accounting
Compensation Recovery Policy
Effective as of: 12/01/2023
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Restatement.
 
The
 
“Applicable
 
Period”
 
also
 
includes
 
any
 
transition
 
period
 
(that
 
results
 
from
 
a
change in the Company’s
 
fiscal year) within or immediately
 
following the three completed fiscal
years identified in
 
the preceding sentence;
except that a
 
transition period that
 
comprises a period
of at least nine months shall count as a completed fiscal year
.
“Covered
 
Executives”
 
means
 
the
 
Company’s
 
current
 
and
 
former
 
executive
 
officers,
 
as
determined by the Administrator in accordance with the definition of “executive officer”
 
set forth
in
 
Rule
 
10D-1
 
and
 
the
 
Listing
 
Standards
 
and
 
such
 
other
 
officers
 
as
 
may
 
be
 
determined
 
in
 
the
discretion of the Administrator.
“Erroneously
 
Awarded
 
Compensation”
 
has the
 
meaning set
 
forth in
 
Section
 
5 of
 
this
Policy.
“Financial
 
Reporting
 
Measure”
 
is
 
any
 
measure
 
that
 
is
 
determined
 
and
 
presented
 
in
accordance with the accounting principles
 
used in preparing the Company’s
 
financial statements,
and any measure
 
that is
 
derived wholly or
 
in part
 
from such measure
 
and includes
 
“non-GAAP”
measures for purposes of
 
Regulation G promulgated under
 
the Exchange Act. Financial
 
Reporting
Measures
 
include
 
but
 
are
 
not
 
limited
 
to
 
the
 
following
 
(and
 
any
 
measures
 
derived
 
from
 
the
following): Company stock price; total shareholder return
 
(“TSR”); revenues; net income; pre-tax
pre-provision (“PTPP”)
 
income; operating
 
income; operating
 
net income;
 
operating
 
PTPP income;
operating
 
revenues;
 
tangible
 
book
 
value;
 
tangible
 
book
 
value
 
per
 
share;
 
operating
 
diluted
 
net
income per share;
 
profitability or growth
 
of one or
 
more reportable
 
segments; financial ratios
 
(e.g.,
yield on loans, rates on deposits,
 
efficiency ratio, operating efficiency
 
ratio, nonperforming loans
to total
 
loans, nonperforming
 
assets to
 
total assets,
 
loans to
 
assets ratio,
 
loans to
 
deposits ratio);
liquidity measures
 
(e.g., capital,
 
operating cash
 
flow); return
 
measures (e.g.,
 
net interest
 
margin,
return
 
on
 
assets,
 
return
 
on
 
equity,
 
operating
 
return
 
on
 
assets,
 
PTPP
 
return
 
on
 
assets,
 
operating
PTPP return on
 
assets, operating return on
 
assets, operating return on
 
equity); earnings measures
(e.g., earnings per share); any of such financial reporting measures
 
relative to a peer group, where
the Company’s financial reporting measure
 
is subject to an
 
Accounting Restatement; and
 
tax basis
income.
 
A
 
Financial
 
Reporting
 
Measure need
 
not
 
be
 
presented
 
within
 
the
 
Company’s
 
financial
statements or included in a filing with the Securities and Exchange Commission.
“Incentive-Based
 
Compensation”
 
means
 
any
 
compensation
 
that
 
is
 
granted,
 
earned
 
or
vested based wholly
 
or in part
 
upon the attainment
 
of a Financial
 
Reporting Measure.
 
Incentive-
Based
 
Compensation
 
is
 
“received”
 
for
 
purposes
 
of
 
this
 
Policy
 
in
 
the
 
Company’s
 
fiscal
 
period
during
 
which
 
the
 
Financial
 
Reporting
 
Measure
 
specified
 
in
 
the
 
Incentive-Based
 
Compensation
award is attained,
 
even if the
 
payment or grant
 
of such Incentive-Based
 
Compensation occurs after
the end of that period.
 
Examples of “Incentive-Based Compensation” include, but
 
are not limited
to:
 
non-equity
 
incentive
 
plan
 
awards
 
that
 
are
 
earned
 
based
 
wholly
 
or
 
in
 
part
 
on
 
satisfying
 
a
Financial
 
Reporting
 
Measure
 
performance
 
goal;
 
bonuses
 
paid
 
from
 
a
 
“bonus
 
pool,”
 
the
 
size
 
of
which
 
is
 
determined
 
based
 
wholly
 
or
 
in
 
part
 
on
 
satisfying
 
a
 
Financial
 
Reporting
 
Measure
performance
 
goal;
 
other
 
cash
 
awards
 
based
 
on
 
satisfaction
 
of
 
a
 
Financial
 
Reporting
 
Measure
performance
 
goal; restricted
 
stock
 
awards,
 
restricted
 
stock
 
units,
 
performance
 
share
 
awards
 
or
units, stock options and stock appreciation rights
 
that are granted or become vested
 
based wholly
or in
 
part on
 
satisfying a
 
Financial Reporting
 
Measure performance
 
goal; and
 
proceeds received
upon the
 
sale of
 
shares acquired
 
through an
 
incentive plan
 
that were
 
granted or
 
vested based
 
wholly
or
 
in
 
part
 
on
 
satisfying
 
a
 
Financial
 
Reporting
 
Measure
 
performance
 
goal.
 
Examples
 
of
compensation that is
 
not “incentive-based compensation”
 
include, but are
 
not limited
 
to: salaries
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Effective as of: 12/01/2023
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(except
 
to
 
the
 
extent
 
a
 
salary
 
increase
 
is
 
earned
 
wholly
 
or
 
in
 
part
 
based on
 
the
 
attainment
 
of
 
a
Financial
 
Reporting
 
Measure
 
performance
 
goal);
 
bonuses
 
paid
 
solely
 
at
 
the
 
discretion
 
of
 
the
Compensation Committee
 
or Board
 
that are
 
not paid
 
from a
 
“bonus pool”
 
that is
 
determined by
satisfying a
 
Financial Reporting
 
Measure performance
 
goal; bonuses
 
paid solely
 
upon satisfying
one or more subjective standards (e.g., demonstrated leadership) and/or completion of a specified
employment period; non-equity
 
incentive plan awards earned
 
solely upon satisfying
 
one or more
strategic
 
measures
 
(e.g.,
 
consummating
 
a
 
merger
 
or
 
branch
 
acquisition
 
or
 
divestiture),
 
or
operational
 
measures
 
(e.g.,
 
opening
 
a
 
specified
 
number
 
of
 
branches,
 
completion
 
of
 
a
 
project,
increase in market share); and equity awards for which the grant is not contingent upon achieving
any
 
Financial
 
Reporting
 
Measure
 
performance
 
goal
 
and
 
vesting
 
is
 
contingent
 
solely
 
upon
completion of a specified employment period and/or attaining one or more nonfinancial reporting
measures.
4.
Covered Executives; Incentive-Based Compensation
This Policy
 
applies to
 
Incentive-Based Compensation
 
received by
 
a Covered
 
Executive (a)
 
after
beginning service as a Covered Executive; (b) if that
 
person served as a Covered Executive at any
time
 
during
 
the
 
performance
 
period
 
for
 
such
 
Incentive-Based
 
Compensation;
 
and
 
(c)
 
while
 
the
Company had
 
a listed
 
class of
 
securities on
 
a national
 
securities exchange.
 
This Policy
 
does not
apply to
 
Incentive-Based Compensation
 
received by
 
a Covered
 
Executive: (1)
 
while that
 
person
was serving
 
in a
 
non-executive capacity
 
prior to
 
becoming a
 
Covered Executive
 
or (2)
 
who is
 
a
Covered
 
Executive
 
on
 
the
 
date
 
on
 
which
 
the
 
Company
 
is
 
required
 
to
 
prepare
 
an
 
Accounting
Restatement but who was not a Covered Executive at any time
 
during the performance period for
which the Incentive-Based Compensation is received.
5.
Required
 
Recoupment
 
of
 
Erroneously
 
Awarded
 
Compensation
 
in
 
the
 
Event
 
of
 
an
Accounting Restatement
In the event
 
the Company
 
is required to
 
prepare an
 
Accounting Restatement,
 
the Company shall
reasonably promptly recoup
 
the amount of
 
any Erroneously Awarded
 
Compensation received by
any
 
Covered
 
Executive,
 
as
 
calculated
 
pursuant
 
to
 
Section
 
5
 
hereof,
 
relating
 
to
 
the
 
Applicable
Period.
6.
Erroneously Awarded
 
Compensation: Amount Subject to Recovery
The
 
amount
 
of
 
“Erroneously
 
Awarded
 
Compensation”
 
subject
 
to
 
recovery
 
under
 
the
 
Policy,
 
as
determined by the Administrator, is the amount of Incentive-Based
 
Compensation received by the
Covered Executive
 
that
 
exceeds
 
the
 
amount
 
of
 
Incentive-Based Compensation
 
that
 
would
 
have
been received
 
by
 
the
 
Covered
 
Executive
 
had
 
such
 
compensation
 
been determined
 
based on
 
the
restated amounts.
Erroneously Awarded
 
Compensation
 
shall be
 
computed
 
by the
 
Administrator without
 
regard
 
to
any taxes
 
paid by
 
the Covered
 
Executive in
 
respect of
 
the Erroneously
 
Awarded
 
Compensation.
By way
 
of example,
 
with respect
 
to any
 
compensation plans
 
or programs
 
that take
 
into account
Incentive-Based
 
Compensation,
 
the
 
amount
 
of
 
Erroneously
 
Awarded
 
Compensation
 
subject
 
to
recovery hereunder includes, but is not limited to, the amount contributed to any notional account
based on Erroneously
 
Awarded
 
Compensation and
 
any earnings accrued
 
to date on
 
that notional
amount.
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For
 
Incentive-Based
 
Compensation
 
based
 
on
 
stock
 
price
 
or
 
TSR:
 
(a)
 
the
 
Administrator
 
shall
determine the amount
 
of Erroneously Awarded
 
Compensation based
 
on a reasonable
 
estimate of
the
 
effect
 
of
 
the
 
Accounting
 
Restatement
 
on
 
the
 
stock
 
price or
 
TSR
 
upon
 
which
 
the
 
Incentive-
Based
 
Compensation
 
was
 
received;
 
and
 
(b)
 
the
 
Company
 
shall
 
maintain
 
documentation
 
of
 
the
determination of
 
that reasonable
 
estimate and
 
provide such
 
documentation to
 
The Nasdaq
 
Stock
Market (“Nasdaq”) and the Covered Executive(s).
7.
Method of Recoupment
The
 
Administrator
 
shall
 
determine, in
 
its
 
sole
 
discretion, the
 
timing
 
and
 
method
 
for
 
reasonably
promptly recouping Erroneously
 
Awarded
 
Compensation hereunder,
 
which may
 
include without
limitation
 
(a)
 
seeking
 
reimbursement
 
of
 
all
 
or
 
part
 
of
 
any
 
cash
 
or
 
equity-based
 
award,
 
(b)
cancelling prior
 
cash or
 
equity-based awards,
 
whether vested
 
or unvested
 
or paid
 
or unpaid,
 
(c)
cancelling or offsetting
 
against any
 
planned future
 
cash or
 
equity-based awards,
 
(d) forfeiture of
deferred compensation, subject to compliance
 
with Section 409A of the Internal
 
Revenue Code of
1986, as amended (“IRC”) and the regulations promulgated thereunder,
 
and (e) any other method
authorized
 
by
 
applicable
 
law
 
or
 
contract.
 
Subject
 
to
 
compliance
 
with
 
any
 
applicable
 
law,
 
the
Administrator may
 
affect
 
recovery under
 
this
 
Policy from
 
any amount
 
otherwise payable
 
to the
Covered Executive, including amounts payable to such individual under any otherwise applicable
Company
 
plan,
 
program
 
or
 
contract,
 
including
 
base
 
salary,
 
bonuses
 
or
 
commissions
 
and
compensation previously deferred by the Covered Executive.
The Company is
 
authorized and directed
 
pursuant to
 
this Policy to
 
recoup Erroneously Awarded
Compensation in
 
compliance with
 
this Policy
 
unless the
 
Compensation Committee
 
of the
 
Board
has determined that recovery would be impracticable solely for
 
the following limited reasons, and
subject to the following procedural and disclosure requirements:
●
The direct expense paid to a third
 
party to assist in enforcing the Policy
 
would exceed
the amount
 
to be
 
recovered. Before
 
concluding that
 
it would
 
be impracticable
 
to recover
any amount of Erroneously Awarded Compensation based on expense
 
of enforcement,
the
 
Administrator
 
must
 
make
 
a
 
reasonable
 
attempt
 
to
 
recover
 
such
 
Erroneously
Awarded
 
Compensation, document such reasonable attempt(s)
 
to recover and provide
that documentation to Nasdaq;
●
Recovery
 
would
 
violate
 
any
 
law
 
of
 
the
 
United
 
States
 
that
 
was
 
adopted
 
prior
 
to
November 28, 2022.
 
Before concluding that
 
it would
 
be impracticable to
 
recover any
amount
 
of
 
Erroneously
 
Awarded
 
Compensation
 
based
 
on
 
a
 
violation
 
of
 
law,
 
the
Administrator must satisfy the applicable opinion and disclosure requirements of Rule
10D-1 and the Listing Standards; or
●
Recovery would likely
 
cause an
 
otherwise tax-qualified
 
retirement plan, under
 
which
benefits
 
are
 
broadly
 
available
 
to
 
employees
 
of
 
the
 
Company,
 
to
 
fail
 
to
 
meet
 
the
requirements
 
of
 
Sections
 
401(a)(13)
 
or
 
411(a)
 
of
 
the
 
IRC
 
and
 
the
 
regulations
thereunder.
If
 
litigation
 
becomes
 
necessary to
 
collect
 
any
 
Erroneously
 
Awarded
 
Compensation
 
recoverable
under this Policy,
 
the Company shall
 
be entitled to
 
recover from the
 
Covered Executive(s) all
 
of
its reasonable attorneys’ fees and costs of enforcement or collection.
 
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8.
No Additional Payments
In no event shall the Company be required to award Covered Executives an additional payment if
the Accounting Restatement results in a higher Incentive-Based Compensation payment.
9.
No Indemnification or Reimbursement of Covered Executives
Notwithstanding the
 
terms of
 
any other
 
policy,
 
program, agreement
 
or arrangement,
 
in no
 
event
will the Company or any of its affiliates indemnify or
 
reimburse a Covered Executive for any loss
under
 
this
 
Policy
 
and
 
in
 
no
 
event
 
will
 
the
 
Company
 
or
 
any
 
of
 
its
 
affiliates
 
pay
 
premiums
 
or
reimburse the Covered Executive for premiums he or she
 
paid on any insurance policy that would
cover
 
a
 
Covered
 
Executive’s
 
potential
 
obligations
 
with
 
respect
 
to
 
Erroneously
 
Awarded
Compensation under this Policy.
10.
Administrator Indemnification
Any
 
members
 
of
 
the
 
Administrator,
 
and
 
any
 
other
 
members
 
of
 
the
 
Board
 
or
 
officers
 
of
 
the
Company
 
who
 
assist
 
in
 
the
 
administration
 
of
 
this
 
Policy,
 
shall
 
not
 
be
 
personally
 
liable
 
for
 
any
action,
 
determination
 
or
 
interpretation
 
made
 
with
 
respect
 
to
 
this
 
Policy
 
and
 
shall
 
be
 
fully
indemnified by the Company to the fullest
 
extent under applicable law and Company policy
 
with
respect to any such action, determination
 
or interpretation. The foregoing sentence shall
 
not limit
any other rights
 
to indemnification of the
 
members of the
 
Board under applicable law
 
or Company
policy.
11.
Effective Date; Retroactive Application
This Policy
 
shall be
 
effective as
 
of December
 
1, 2023
 
(the “
Effective
 
Date
”). The
 
terms of
 
this
Policy shall
 
apply to any
 
Incentive-Based Compensation that
 
is received by
 
Covered Executives
on or after October 2, 2023 , even if such Incentive-Based Compensation was
 
approved, awarded
or granted to
 
Covered Executives prior
 
to the such
 
date . Without limiting
 
the generality of
 
Section
7 hereof,
 
and subject
 
to applicable
 
law,
 
the Administrator
 
may affect
 
recovery under
 
this Policy
from any
 
amount of
 
compensation
 
approved, awarded,
 
granted, payable
 
or paid
 
to the
 
Covered
Executive
 
prior
 
to,
 
on
 
or
 
after
 
the
 
Effective
 
Date.
 
This
 
Policy
 
shall
 
supersede
 
and
 
replace
 
any
existing
 
policy
 
regarding
 
the
 
recovery
 
of
 
Erroneously
 
Awarded
 
Compensation
 
previously
approved by the Board.
 
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12.
Acknowledgement
 
by
 
Covered
 
Executives;
 
Condition
 
to
 
Eligibility
 
for
 
Incentive-
Based Compensation.
The Company
 
will provide
 
notice and
 
seek acknowledgement
 
of this
 
Policy from
 
each Covered
Executive in
 
the form
 
attached hereto as
 
Exhibit A, provided
 
that the failure
 
to provide such
 
notice
or obtain such acknowledgement will have no impact
 
on the applicability or enforceability of this
Policy.
 
After
 
the
 
Effective
 
Date,
 
the
 
Company
 
must
 
be
 
in
 
receipt
 
of
 
a
 
Covered
 
Executive’s
acknowledgement
 
as
 
a
 
condition
 
to
 
such
 
Covered
 
Executive’s
 
eligibility
 
to
 
receive
 
Incentive-
Based
 
Compensation
 
awarded
 
or
 
received
 
after
 
such
 
date.
 
All
 
Incentive-Based
 
Compensation
subject to this
 
Policy will not be
 
earned (other than
 
for income tax purposes),
 
even if already paid,
until
 
the
 
Policy
 
ceases
 
to
 
apply
 
to
 
such
 
Incentive-Based
 
Compensation
 
and
 
any
 
other
 
vesting
conditions applicable to such Incentive-Based Compensation are satisfied.
13.
Amendment; Termination
The Board may amend, modify, supplement, rescind or replace all
 
or any portion of this Policy at
any time and from time to time in its discretion,
 
and shall amend this Policy as it deems
 
necessary
to comply with applicable law or any rules or standards adopted by a national securities exchange
on which the Company’s securities are listed.
14.
Other Recoupment Rights; Company Claims
The Board
 
intends that
 
this Policy
 
shall be
 
applied to
 
the fullest
 
extent of
 
the law.
 
Any right
 
of
recoupment under this
 
Policy is in
 
addition to, and
 
not in lieu
 
of, any other
 
remedies or rights
 
of
recoupment that may
 
be available to
 
the Company under
 
applicable law or
 
pursuant to the
 
terms
of any
 
similar policy in
 
any employment agreement,
 
equity award
 
agreement, or similar
 
agreement
and any other legal remedies available to the Company.
Nothing contained in this
 
Policy,
 
and no recoupment or
 
recovery as contemplated by
 
this Policy,
shall limit
 
any claims,
 
damages or
 
other
 
legal
 
remedies the
 
Company,
 
the Bank
 
or
 
any
 
of
 
their
respective
 
affiliates may
 
have against
 
a Covered
 
Executive arising
 
out of
 
or resulting
 
from any
actions or omissions by the Covered Executive.
15.
Successors
This
 
Policy
 
shall
 
be
 
binding
 
and
 
enforceable
 
against
 
all
 
Covered
 
Executives
 
and
 
their
beneficiaries, heirs, executors, administrators or other legal representatives.
16.
Exhibit Filing Requirement
A copy of this Policy and any amendments thereto shall be posted on the Company’s website and
filed as an exhibit to the Company’s Annual Report on Form 10-K.
17.
Version
 
Control
 
 
 
 
 
 
 
 
 
Compensation Recovery Policy
Effective as of: 12/01/2023
Page
8
 
of
9
Version
Approval Date
Effective Date
Document Name
Document
Issued
11/27/2023
12/01/2023
Compensation Recovery Policy
Compensation Recovery Policy
Effective as of: 12/01/2023
Page
9
 
of
9
EXHIBIT A
TO BE SIGNED BY THE COMPANY’S
 
EXECUTIVE OFFICERS
:
Compensation Recovery Policy Acknowledgment
The undersigned agrees and acknowledges that I am
 
fully bound by,
 
and subject to, all of
the
 
terms
 
and
 
conditions
 
of
 
USCB
 
Financial
 
Holdings,
 
Inc.
 
(the
 
“Company”)
 
Compensation
Recovery Policy (as may be
 
amended, restated, supplemented or otherwise modified
 
from time to
time, the “Policy”). Further, the undersigned agrees and acknowledges that the Policy supersedes
the
 
provisions
 
regarding
 
Erroneously
 
Awarded
 
Compensation
 
set
 
forth
 
in
 
that
 
certain
Compensation
 
Policy
 
of
 
the
 
Bank
 
effective
 
as
 
of
 
September
 
26,
 
2022.
 
In
 
the
 
event
 
of
 
any
inconsistency between
 
the Policy
 
and the
 
terms of
 
any employment
 
agreement to
 
which I
 
am a
party,
 
or
 
the
 
terms
 
of
 
any
 
compensation
 
plan,
 
program
 
or
 
agreement
 
under
 
which
 
any
compensation has
 
been granted,
 
awarded, earned
 
or paid,
 
including but
 
not limited
 
to the
 
2015
Amended and Restated Equity
 
Incentive Plan and the
 
Companies’ defined annual cash
 
incentive
plan, the terms of the
 
Policy shall govern.
 
In the event it
 
is determined by the Administrator
 
that
any
 
amounts
 
granted,
 
awarded,
 
earned
 
or
 
paid
 
to
 
me
 
must
 
be
 
forfeited
 
or
 
reimbursed
 
to
 
the
Company,
 
I
 
will
 
promptly
 
take
 
any
 
action
 
necessary
 
to
 
effectuate
 
such
 
forfeiture
 
and/or
reimbursement. Any capitalized
 
terms used in this
 
Acknowledgment without definition shall
 
have
the meaning set forth in the Policy.
By: ______________________________________
____________________________
[Name]
 
Date
[Title]