Unassociated Document


    
      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.