“Executive Officer”
means the Company’s and the Bank’s president, principal financial officer,
principal accounting
officer
(or if
there is
no such
accounting officer,
the controller),
and any
vice-president of the Company in charge of a
principal business unit, division, or function
and
is designated
as an
Executive Officer
by the
Board for
purposes of this
Policy and
any other
officer who performs a
policy-making function similar
policy-making functions for
the Company
and is
designated as
an Executive
Officer by
the Board
for purposes
of this
Policy.
The officers
identified
in
the
Company’s
proxy
statement
as
executive
officers
pursuant
to
Commission
Regulation
S-K
Item
401(b)
shall
be
“Executive
Officers”
for
all
purposes
of
this
Policy,
although
others
may
also
be
designated
in
the
Board’s
judgment
to
be
“Executive
Officers”
hereunder.
The Company shall maintain a list from of person designated or deemed
to be its
Executive Officers
hereunder in
the minutes
of the
Board’s
proceedings.
Persons who
may
be
“executive
officers”
for
purposes
of
Board
of
Governors
of
the
Federal
Reserve
System
(“Federal
Reserve”)
Regulation
O
shall
not
be
Executive
Officers
hereunder,
except
as
expressly (i) deemed
in this paragraph
to be “Executive
Officers” or
(ii) expressly designated
as “Executive Officers” by the Board for purposes of this Policy.
“Financial
Reporting
Measures”
means
measures
that
are
determined
and
presented
in
accordance
with
the
accounting
principles
used
in
preparing
the
Company’s
financial
statements, and any
measures that
are derived wholly
or in part
from such measures.
Stock
price and
total shareholder
return are
also financial
reporting measures.
A financial
reporting
measure need
not be
presented
within the
financial statements
or included
in a
filing with
the Commission.
“Incentive-Based
Compensation”
means
any
compensation
that
is
granted,
earned,
or
vested
based wholly
or in
part upon
the attainment
of
one or
more Financial
Reporting
Measure.
“Received” means compensation
(1)deemed received on
or after October
2, 2023 and
(2)
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
the
Incentive-Based Compensation occurs after the end of that period.
Recoveries Upon Restatements of Financial Statements
T
he
Company
will
recover
reasonably
promptly
the
amount
of
Erroneously
Awarded
Compensation
from
Company
Executive
Officers
in
the
event
the
Company
is
required
to
prepare a
restatement of
its financial
statements due
to the
Company’s material
noncompliance
with any financial reporting requirement applicable under
federal securities laws, including any
restatement:
1.
to correct an error in previously
issued financial statements that is material
to the
previously issued financial statements;
or
2.
that
would
result
in
a
material
misstatement
if
the
error
were
corrected
in
the
current period or left uncorrected in the current period.
Therefore,
this Policy
will apply
to any
“Restatement”
of its
financial statements
described in
paragraph
1
or
2
immediately above,
(any
of
which
is
a
“Restatement”)
for
purposes
of
this
