June Edition 2023

48 When does the 3-year look-back period begins? The three-year look-back period starts on the earlier of (i) the date the issuer’s board of directors, committee and/or management determines that a restatement is required or (ii) the date a regulator, court or other legally authorized entity directs the issuer to restate previously issued financial statements. Are there any exceptions to recovery? The rules provide for limited exceptions to the issuer’s requirement to enforce the application of the clawback policy. The limited exceptions apply when: • pursuing such recovery would be impracticable because the direct expense paid to a third party to assist in enforcing the policy would exceed the recoverable amounts and the issuer has (A) made a reasonable attempt to recover such amounts and (B) provided documentation of such attempts to recover to the applicable national securities exchange; • pursuing such recovery would violate the issuer’s home country laws and the issuer provides an opinion of counsel to that effect to the applicable national securities exchange ; or • recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the issuer, to fail to meet the requirements of the Internal Revenue Code. Are benefits to executive officer retirement plans excluded? No. Incentive compensation contributed to plans limited only to executive officers, supplemental executive retirement plan (“SERP”) or other nonqualified plans and related benefits would still be subject to recovery. Would the rules affect compensation that is in a plan, other than tax-qualified retirement plans, including long term disability, life insurance, SERPs, or any other compensation