Wesco Aircraft Holdings, Inc. (the “Company”)
This Wesco Aircraft Holdings, Inc. Clawback Policy (the “Policy”) is effective November 8, 2018 (the “Effective Date”) and shall apply only to bonuses and/or equity-based awards to individuals who participate in the Company’s annual Management Incentive Plan or equity incentive programs as in effect from time to time (such individuals, the “Subject Participants”). In the event of a restatement of the financial statements of Company to correct a material error or inaccuracy that the Board of Directors (the “Board”) or a committee thereof determines resulted in whole or in part from the fraud or intentional misconduct of a Subject Participant, the Board or the committee:
- shall review or cause to be reviewed all bonuses and equity-based awards paid or vested with respect to the Subject Participant pursuant to the applicable Company plan on the basis of having met or exceeded performance goal(s) for performance periods beginning after fiscal year 2018 to the extent that such bonuses or awards relate, in whole or in part, to the periods with respect to which the financial statements are restated and, if a lesser bonus(es) or award(s) would have been paid or vested with respect to the Subject Participant based upon the restated financial results, the Board or the applicable committee thereof may, to the extent permitted by applicable law, seek to recover or cause to be recovered or forfeited for the benefit of Company the amount by which the Subject Participant’s bonus(es) or award(s) for the restated period(s) exceeded such lesser bonus(es) or award(s), plus a reasonable rate of interest; and
- in addition to the foregoing, to the extent permitted by applicable law, may take or cause to be taken for the benefit of Company such additional action(s) deemed by the Board or the applicable committee thereof to be appropriate, including, without limitation, cancellation of the Subject Participant’s outstanding bonus or equity-based award opportunities and recovery (in whole or in part) of any additional amounts relating to prior bonuses or equity-based awards paid or vested with respect to the participant under the applicable Company plan.
In considering whether to seek to recover any amounts of compensation or to take any other action pursuant to this Policy, the Board or the applicable committee thereof will take into account such considerations as it deems appropriate, including, without limitation, (A) the likelihood of success under governing law versus the cost and effort involved, (B) whether the assertion of a claim may prejudice the interests of Company, including in any related proceeding or investigation, (C) the passage of time since the occurrence of the act in respect of the applicable fraud or intentional misconduct and (D) any pending legal proceeding relating to the applicable fraud, intentional misconduct.