Claw-Back Sample Clauses

Claw-Back. All compensation received by Executive shall be subject to the provisions of any claw-back policy implemented by the Company to comply with applicable law, regulation or stock exchange rule, including, without limitation, any claw-back policy adopted to comply with the requirements of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Claw-Back. The Company may claw back from Executive any Bonus and equity-based compensation received in the prior year if the Company is required to restate financial results due to material non-compliance with any financial reporting requirements; provided, however, that notwithstanding the foregoing, the Company shall be entitled to claw back any Bonus or equity-based compensation received by Executive, irrespective of when received, that is required to be recovered pursuant to Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act once the rules thereunder have been implemented.

Claw-Back. The Supervisory Board may in its sole discretion but acting in good faith, resolve to recoup some or all of the incentive compensation -including any benefits derived therefrom- in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may in its opinion prejudice the interests of the Company and its group companies in any related proceeding or investigation), granted to you as an Annual Incentive, as Performance Shares grants, as shares acquired by you under such grants, as other equity related incentive or otherwise (hereinafter referred to as ‘Incentive Compensation’), if: a. The Incentive Compensation has been paid, granted, vested and/or delivered on the basis of incorrect financial or other data; or b. In assessing the extent to which the relevant performance conditions and/or targets in relation to the payment, grant, vesting and/or delivery of the Incentive Compensation was satisfied, such assessment was based on an error, inaccurate or misleading information or assumptions and that such error, information or assumptions would have resulted or did in fact result either directly or indirectly in that payment, grant, vesting and/or delivery (or being capable thereof) to a greater degree than would have been the case had that error not been made; or c. There are circumstances which would allow the Company to terminate this Contract for urgent cause (‘dringende reden’) (whereby for the definition of urgent cause (‘dringende reden’) reference is made to article 7:678 DCC and further), where such circumstances arose in, or related to, a period relevant to the date of payment, grant, vesting and/or delivery; or d. You were involved in, or directly or indirectly responsible for a serious violation of the Philips General Business Principles or applicable law; or e. The Company or the business in which you work/worked, or for which you were responsible, suffered a material failure of risk management, or f. Something which occurred in the period relevant to the payment, grant, vesting and/ or delivery has a sufficiently significant impact on the reputation of the Company or its group members to justify the operation of a recoupment claim. By accepting a payment, grant, vesting and/or delivery of the Incentive Compensation, you agree to fully co-operate with the Company in order to give effect to this clause. Furthermore by accepting any payment, grant, vesting and/or delivery of the Incentive Com...

Claw-Back. Pursuant to its general authority to determine the terms and conditions applicable to the Restricted Share Units, the Committee shall have the right to require the Participant to agree by separate written or electronic instrument that the Units (including any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt of the Restricted Share Units or upon the receipt or resale of any Shares underlying the Restricted Share Units) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy.

Claw-Back. If a Grantee violates the requirements of Section 7 of this Agreement, then in addition to all remedies in law and/or equity available to the Company, Grantee shall forfeit all unvested Granted Units and vested Granted Units for which delivery of the underlying shares of Common Stock has not occurred. In addition, with respect to Granted Units for which shares of Common Stock were previously issued to the Grantee pursuant to Section 4 hereof, the Grantee shall immediately pay to the Company the Fair Market Value of such Common Stock on the date(s) such Granted Units vested, without regard to any taxes that may have been deducted from such amount.

Claw-Back. Notwithstanding any provision in this Agreement to the contrary, amounts payable hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under (A) the Policies or any claw-back policy adopted by the Company, (B) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, as amended, and rules, regulations, and binding, published guidance thereunder, which legislation provides for the clawback and recovery of incentive compensation in the event of certain financial statement restatements and (C) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. If pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”), the Company (or any of its Subsidiaries or Affiliates) would not be eligible for continued listing, if applicable, under Section 10D(a) of the Act if it (or they) did not adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to Executive under this Agreement or otherwise shall be subject to claw-back in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Act, as interpreted by rules of the Securities Exchange Commission. Nothing in this provision is intended to supersede any existing or future claw-back provision adopted or amended by the Company, including, but not limited to the provision set forth in the Company’s Omnibus Incentive Plan.

Claw-Back. All incentive-based compensation, payments, and benefits provided to the Executive under this Agreement, as determined by the Compensation Committee, shall be subject to claw back by the Company (i.e., repayment by the Executive to the Company), less the amount of any withholdings or other deductions previously withheld on such compensation, (a) to the extent required by applicable law or (b) in the event the Executive’s misconduct pertaining to any financial reporting requirement under the federal securities laws results in the Company or related entity being required to prepare and file an accounting restatement or similar calculation with the SEC or a similar agency; provided, however, that no offset of any amounts owed under this Agreement or otherwise to the Executive shall be permissible to the Company under this Section 12 to the extent that the Executive would incur a violation of Section 409A of the Code as a result of any such offset, as determined solely by the Compensation Committee.

Claw-Back. (a) Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be: (i) malfeasance; (ii) fraud; or (iii) specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company. (b) By signing this Agreement, the Grantee acknowledges that he or she understands and agrees that in the event the Committee determines that Grantee has engaged in conduct or performed acts specified in Article 4.1(a) and Grantee has sold all or a portion of his or her shares of Common Stock after vesting, the Company has the right to claim from the Grantee an amount in US dollars equal to the Fair Market Value of such shares at the time of such sale and the Grantee is obliged to repay this amount at first demand by the Company, such payment to be made no later than 30 days after the first demand.

Claw-Back. (a) The Bank or its successors retain the legal right to demand the return of any “golden parachute” payments from the Executive in the event that it shall be determined, by legal process or by order of the Bank’s or the Holding Company’s federal regulator(s) that the Executive: (i) has committed any fraudulent act or omission, breach of trust or fiduciary duty, or insider abuse with regard to the Bank or the Holding Company that has had or is likely to have a material adverse effect on the Bank or the Holding Company; or (ii) is substantially responsible for the insolvency of, the appointment of a conservator or receiver for, or the troubled condition, as defined by applicable regulations of the appropriate federal banking agency, of the Bank, the Holding Company, or any FDIC insured depository institution subsidiary of the Holding Company; or (iii) has materially violated any applicable federal or state banking law or regulation that has had or is likely to have a material effect on the Bank or the Holding Company; or (iv) has violated or conspired to violate section 215, 656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States Code, or section 1341 or 1343 of such title affecting a federally insured financial institution as defined in title 18 of the United States Code. (b) The Bank and its successors-in-interest further retain the legal right to demand the return by the Executive of any or all of the performance bonus, set out on Exhibit A hereof, should the Federal Reserve, the WDFI, the Bank or the Bank’s successors-in-interest later determine that the Bank’s financials were incorrectly stated, unless it can be demonstrated for the item being restated that the Executive acted upon the advice and counsel of the Bank or Holding Company attorneys or accountants or the restatement is ordered by the Federal Reserve or WDFI in opposition to earlier direction offered by either regulatory agency. The maximum lookback period shall be four years from the date of the most recent audited year-end financials, The bonus payment eligible for clawback shall only be the bonus paid for the year in which the restatement occurs.