Common use of Compensation Recoupment Clause in Contracts

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is listed (the “Rules”). In addition, Employee hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by Company to comply with the requirements and/or limitations under the Act and the Rules or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) Company to revoke, recover, and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is listed (the “Rules”). In addition, Employee hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employee, if such compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is listed (the “Rules”). In addition, Employee hereby acknowledges that this Agreement may be amended as to the minimum extent necessary and/or shall be subject to any recoupment policies adopted by Company the Company, including any policies to comply with the requirements and/or limitations under the Act and the Rules or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to any payment or benefit under this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employeethe Executive, if such compensation payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and or the Rules Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to payment or benefit under this Agreement that is deemed incentive compensationAgreement.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement Severance Compensation shall not be deemed fully earned or vested, even if paid or distributed to EmployeeExecutive, if such compensation the Severance Compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensationthe Severance Compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the CiC Severance Compensation and/or other compensation payable pursuant or benefits set forth or referred to in this Agreement (collectively, “Compensation and Benefits”) shall not be deemed fully earned or vested, even if paid or distributed to Employeethe Executive, if such compensation the Compensation and Benefits or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensationthe Compensation and Benefits.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement (including without limitation Sections 3.2 and 3.5 hereof) shall not be deemed fully earned or vested, even if paid or distributed to EmployeeExecutive, if such compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock Common Stock is listed (the “Rules”). In addition, Employee Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by Company to comply with the requirements and/or limitations under the Act and the Rules or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) Company to revoke, recover, and/or clawback any compensation payable pursuant to this Agreement (including without limitation Sections 3.2 and 3.5 hereof) that is deemed incentive compensationcompensation .

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement (including without limitation Sections 3.2 and 3.5 hereof) shall not be deemed fully earned or vested, even if paid or distributed to EmployeeExecutive, if such compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock Common Stock is listed (the “Rules”). In addition, Employee Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by Company to comply with the requirements and/or limitations under the Act and the Rules or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) Company to revoke, recover, and/or clawback any compensation payable pursuant to this Agreement (including without limitation Sections 3.2 and 3.5 hereof) that is deemed incentive compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement Severance Compensation shall not be deemed fully earned or vested, even if paid or distributed to EmployeeExecutive, if such compensation the Severance Compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules Rules, or any other federal or stock exchange ex-change requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensationthe Severance Compensation.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to any payment or benefit under this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employeethe Executive, if such compensation payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the 6664855-v2\GESDMS requirements and/or limitations under the Act and or the Rules Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to payment or benefit under this Agreement that is deemed incentive compensationAgreement.

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to any payment or benefit under this Agreement shall not be deemed fully earned or vested, even if paid or distributed to Employeethe Executive, if such compensation payment, benefit, or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee the Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and or the Rules Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to payment or benefit under this Agreement that is deemed incentive compensation.Agreement. 8 6664858-v4\GESDMS

Compensation Recoupment. Pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Act”), the compensation payable pursuant to this Agreement Severance Compensation shall not be deemed fully earned or vested, even if paid or distributed to EmployeeExecutive, if such compensation the Severance Compensation or any portion thereof is deemed incentive compensation and subject to recovery, or “clawback,” by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company’s common stock is securities are listed (the “Rules”). In addition, Employee Executive hereby acknowledges that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules Rules, or any other federal or stock exchange ex-change requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover, recover and/or clawback any compensation payable pursuant to this Agreement that is deemed incentive compensation.the Severance Compensation. [signature page follows]