2. 强制追回补偿. In the event that the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation.
3. Discretionary Recovery of Compensation. If any of the following has occurred with respect to a current or former Covered Officer, then the Administrator may instruct the Company, and the Company shall be entitled (to the extent permitted by applicable law), to recover, reduce or cancel all or a portion of any equity- or cash-based award or any other past or future compensation (other than base salary) paid or awarded to, or earned by, such current or former Covered Officer on or after the Amendment Effective Date:
(a) The Covered Officer has committed a material breach of any agreement between the Covered Officer and the Company or materially violated any Company policy, the Company has notified the Covered Officer of such breach or violation, as applicable, and the Covered Officer has not cured such breach or violation within 15 days after such notification;
(b) The Covered Officer has been convicted of, or entered a guilty plea or plea of no contest with respect to, a felony, the equivalent thereof, or of a lesser crime having as its predicate element fraud, dishonesty or misappropriation of property, whether or not property of the Company (if, in the case of a crime having as its
predicate element fraud or dishonesty, such fraud or dishonesty related to actions of the Covered Officer associated with or related to the Company or its affiliates);
(c) The Covered Officer has engaged in willful misconduct, willful dishonesty, or illegal conduct that the Administrator reasonably determines has caused or could cause material financial or reputational harm to the Company or its affiliates; or
(d) The Covered Officer has willfully and materially failed to comply with any valid and legal directive of the Company.