小猪视频app

I.

Purpose

II.

Definitions

(a)

鈥淎ccounting Restatement鈥澨齧eans an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial restatements that is material to the previously issued financial statements (a 鈥淏ig R鈥澨齬estatement), or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a 鈥渓ittle r鈥澨齬estatement). Notwithstanding the foregoing, none of the following changes to the Company鈥檚 financial statements represent error corrections and shall not be deemed an Accounting Restatement: (a) retrospective application of a change in accounting principle; (b) retrospective revision to reportable segment information due to a change in the structure of the Company鈥檚 internal organization; (c) retrospective reclassification due to a discontinued operation; (d) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (e) retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure.

(b)

鈥淏辞补谤诲鈥澨齧eans the Board of Directors of the Company.

(c)

鈥淐lawback-Eligible Incentive Compensation鈥澨齧eans, in connection with an Accounting Restatement, any Incentive-Based Compensation Received by a Covered Person (regardless of whether such Covered Person was serving at the time that Erroneously-Awarded Compensation is required to be repaid) (i) on or after the Nasdaq Effective Date, (ii) after beginning service as a Covered Person, (iii) while the Company has a class of securities listed on a national securities exchange or national securities association and (iv) during the Clawback Period.

(d)

鈥淐lawback Period鈥澨齧eans, with respect to any Accounting Restatement, the three completed fiscal years immediately preceding the Restatement Date and any transition period (that results from a change in the Company鈥檚 fiscal year) of less than nine months within or immediately following those three completed fiscal years.

(e)

鈥淐辞尘尘颈迟迟别别鈥澨齧eans the Compensation Committee of the Board.

(f)

鈥淐overed Person鈥澨齧eans any person who is, or was at any time, during the Clawback Period, an Executive Officer. For the elimination of doubt, Covered Person may include a former Executive Officer who left the Company, retired or transitioned to a non-Executive Officer role (including after serving as an Executive Officer in an interim capacity) during the Clawback Period, and this Policy applies regardless of whether the Covered Person was at fault for an accounting error that resulted in, or contributed to, the Accounting Restatement.

(g)

鈥淓rroneously-Awarded Compensation鈥澨齧eans the amount of Clawback-Eligible Incentive Compensation that exceeded the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts set forth in the Accounting Restatement. This amount must be computed without regard to any taxes paid.

(h)

鈥淓xecutive Officer鈥澨齧eans the Company鈥檚 president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including an officer of the Company鈥檚 parent(s) or subsidiaries) who performs similar policy-making functions for the Company. For the sake of clarity, at a minimum, all persons who are executive officers pursuant to Item 401(b) of Regulation S-K shall be deemed 鈥淓xecutive Officers鈥�.

(i)

鈥淔inancial Reporting Measures鈥澨齧eans measures that are determined and presented in accordance with the accounting principles used in preparing the Company鈥檚 financial statements, and all other measures that are derived wholly or in part from such measures, including, without limitation, measures that are 鈥渘on-GAAP financial measures鈥澨齠or purposes of Exchange Act Regulation G and Item 10(e) of Regulation S-K , as well other measures, metrics and ratios that are not non-GAAP measures. For purposes of this Policy, Financial Reporting Measures shall include stock price and total stockholder return (and any measures that are derived wholly or in part from stock price or total stockholder return). A Financial Reporting Measure need not be presented within the Company鈥檚 financial statements or included in a Company filing with the SEC.

(j)

鈥淚ncentive-Based Compensation鈥澨齢as the meaning set forth in Section III below.

(k)

鈥淣补蝉诲补辩鈥澨齧eans The Nasdaq Stock Market LLC.

(l)

鈥淣补蝉诲补辩 Effective Date鈥澨齧eans October 2, 2023.

(m)

鈥淧辞濒颈肠测鈥澨齧eans this Executive Officer Clawback Policy, as the same may be amended or restated from time to time.

(n)

鈥凌别肠别颈惫别诲鈥澨齧eans Incentive-Based Compensation received, or deemed to be received, in the Company鈥檚 fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant occurs after such fiscal period.

(o)

鈥淩epayment Agreement鈥澨齢as the meaning set forth in Section V below.

(p)

鈥淩estatement Date鈥澨齧eans the earlier of (i) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement and (ii) the date that a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.

(q)

鈥凌厂鲍蝉鈥澨齧eans restricted stock units.

(r)

鈥沦础搁蝉鈥澨齧eans stock appreciation rights.

(s)

鈥沦贰颁鈥澨齧eans the U.S. Securities and Exchange Commission.

III.

Incentive-Based Compensation

鈼�

Non-equity incentive plan awards that are earned based, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal;

鈼�

Bonuses paid from a 鈥渂onus pool,鈥澨齮he size of which is determined, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal;

鈼�

Other cash awards based on satisfaction of a Financial Reporting Measure-based performance goal;

鈼�

Restricted stock, RSUs, performance share units, stock options and SARs that are granted or become vested, wholly or in part, on satisfaction of a Financial Reporting Measure-based performance goal; and

鈼�

Proceeds Received upon the sale of shares acquired through an incentive plan that were granted or vested based, wholly or in part, on satisfaction of a Financial Reporting Measure-based performance goal.

鈼�

Base salaries (except with respect to any salary increases earned, wholly or in part, based on satisfaction of a Financial Reporting Measure-based performance goal);

鈼�

Bonuses paid solely at the discretion of the Committee or Board that are not paid from a 鈥渂onus pool鈥澨齮hat is determined by satisfying a Financial Reporting Measure-based performance goal;

鈼�

Bonuses paid solely upon satisfying one or more subjective standards or completion of a specified employment period;

鈼�

Non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures; and

鈼�

Equity awards that vest solely based on the passage of time or satisfaction of one or more non-Financial Reporting Measures.

IV.

Determination and Calculation of Erroneously-Awarded Compensation

(a)

Cash Awards. With respect to cash awards, the Erroneously-Awarded Compensation is the difference between the amount of the cash award (whether payable as a lump sum or over time) that was Received and the amount that should have been Received applying the restated Financial Reporting Measure.

(b)

Cash Awards Paid From Bonus Pools. With respect to cash awards paid from bonus pools, the Erroneously-Awarded Compensation is the pro rata portion of any deficiency that results from the aggregate bonus pool that is reduced based on applying the restated Financial Reporting Measure.

(c)

Equity Awards. With respect to equity awards, if the shares, options, RSUs, SARS or other equity awards are still held at the time of recovery, the Erroneously-Awarded Compensation is the number of such securities Received in excess of the number that should have been Received applying the restated Financial Reporting Measure (or the value in excess of that number). If the restricted shares, options, RSUs, SARs or other equity awards have been exercised, vested, settled, or otherwise been converted into the underlying shares, but the underlying shares have not been sold, the Erroneously-Awarded Compensation is the number of shares underlying the excess shares, options, SARs, RSUs or other equity awards (or the value thereof). If the underlying shares have already been sold, then the Committee shall determine the amount that most reasonably estimates the Erroneously-Awarded Compensation and retain documentation reflecting the estimate analysis and provide to Nasdaq if deemed appropriate by the Board or requested by Nasdaq.

(d)

Compensation Based on Stock Price or Total Stockholder Return. For Incentive-Based Compensation based on (or derived from) stock price or total stockholder return, where the amount of Erroneously-Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based Compensation was Received (in which case, the Committee shall maintain documentation of such determination of that reasonable estimate and provide such documentation to Nasdaq in accordance with applicable listing standards).

V.

Recovery of Erroneously-Awarded Compensation

(a)

Cash Awards. With respect to cash awards, the Committee shall either (i) require the Covered Person to repay the Erroneously-Awarded Compensation in a lump sum in cash (or such property as the Committee agrees to accept with a value equal to such Erroneously-Awarded Compensation) or (ii) if approved by the Committee, offer to enter into a Repayment Agreement. If the Covered Person accepts such offer and signs the Repayment Agreement within a reasonable time, as determined by the Committee, the Company shall countersign such Repayment Agreement.

(b)

Unvested Equity Awards. With respect to those equity awards that have not yet vested, the Committee shall take such action as is necessary to cancel, or otherwise cause to be forfeited, the awards in the amount of the Erroneously-Awarded Compensation.

(c)

Vested Equity Awards. With respect to those equity awards that have vested or been exercised and the underlying shares have not been sold, the Committee shall take such action as is necessary to cause the Covered Person to deliver and surrender the underlying shares in the amount of the Erroneously-Awarded Compensation.

(d)

Repayment Agreement. 鈥淩epayment Agreement鈥澨齧eans a written agreement (in a form reasonably acceptable to the Committee) with the Covered Person that provides for the Covered Person鈥檚 the repayment of the Erroneously-Awarded Compensation as promptly as possible without unreasonable economic hardship to the Covered Person.

(e)

Effect of Non-Repayment. To the extent that a Covered Person fails to repay all Erroneously-Awarded Compensation to the Company when due (as determined in accordance with this Policy), the Company shall take reasonable and appropriate actions to recover such outstanding Erroneously-Awarded Compensation from the applicable Covered Person.

VI.

Discretionary Recovery

(i)

The direct expenses paid to a third party to assist in enforcing this Policy against a Covered Person would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously-Awarded Compensation, documented such attempts and provided such documentation to Nasdaq;

(ii)

Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously-Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided to Nasdaq; or

(iii)

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 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

VII.

Reporting and Disclosure Requirements

VIII.

Effective Date

IX.

No Indemnification

X.

Administration

XI.

Amendment; Termination

XII.

Other Recoupment Rights; No Additional Payments

XIII.

Successors

Signature

Name

Date