Lost in syntax

Before

The Compensation Committee oversees our Incentive Compensation Recoupment Policy. If the Company restates its reported financial results due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws within three years after the date the results were first publicly issued or filed, or if the Company discovers an error in the calculation of any incentive compensation that was awarded or paid within the three years prior to the date of the discovery, then the Company will, at the direction of the Committee, seek to recover all or part of the incentive compensation awarded or paid to executive officers that would not have been awarded or paid based upon the restated financial results or correct incentive calculation. If the Committee determines that any executive officer engaged in fraud or intentional misconduct in connection with either a restatement of results or an error in incentive calculation, the Committee can direct the Company to seek to recover incentive compensation awarded or paid to an executive officer that would not have been awarded or paid to such executive officer based upon the restated financial results or correct calculation for a period of six years after the date of the first public issuance or filing of such financial results or six years prior to the date of discovery of fraud or misconduct.

[221 words]

Before, with commentary

The Compensation Committee oversees our Incentive Compensation Recoupment Policy. If the Company restates its reported financial results due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws within three years after the date the results were first publicly issued or filed, or if the Company discovers an error in the calculation of any incentive compensation that was awarded or paid within the three years prior to the date of the discovery, then the Company will, at the direction of the Committee, seek to recover all or part of the incentive compensation awarded or paid to executive officers that would not have been awarded or paid based upon the restated financial results or correct incentive calculation. [The preceding sentence is 111 words broken into five clauses.] If the Committee determines that any executive officer engaged in fraud or intentional misconduct in connection with either a restatement of results [the fraud or misconduct would be related to the noncompliance, or found in the course of the restatement, but it would not be in connection with the restatement] or an error in incentive calculation, the Committee can direct the Company to seek to recover incentive compensation awarded or paid to an executive officer [any executive officer? or just the one who engaged in fraud or intentional misconduct?] that would not have been awarded or paid to such executive officer based upon the restated financial results or correct calculation for a period of six years after the date of the first public issuance or filing of such financial results or six years prior to the date of discovery of fraud or misconduct. [The preceding sentence is 101 words and contains one error–possibly two.]

Rewritten

The Compensation Committee oversees our Incentive Compensation Recoupment Policy. If the Company restates its reported financial results due to material noncompliance with any financial reporting requirement under the U.S. federal securities laws within three years after the date the results are first publicly issued or filed, or if we discover that incentive compensation awarded or paid within the preceding three years was incorrectly calculated, then the Committee may direct the Company to seek recovery of all or part of the incentive compensation awarded or paid to executive officers that would not have been awarded or paid based upon the restated financial results or correct calculation. [5 fewer words and 2 fewer clauses—still not great, but better.] If the Committee determines that any executive officer engaged in fraud or intentional misconduct that contributed to such noncompliant reporting or such error in incentive calculation, the Committee may direct the Company to seek recovery of incentive compensation that should not have been awarded or paid to that executive officer based upon the restated financial results or correct calculation for a period of six years after the date such financial results were first publicly issued or filed or six years prior to the date such fraud or misconduct was discovered. [11 fewer words in this sentence.]

[195 words]