Compensation Recovery Sample Clauses
The compensation-recovery clause establishes the right of a party to reclaim or offset compensation previously paid if certain conditions are not met or if overpayments occur. In practice, this clause may apply when an employee receives a bonus or incentive payment that is later found to be unearned, or if a contractor is overpaid due to an accounting error, allowing the paying party to recover the excess amount. Its core function is to ensure financial fairness and accuracy by providing a mechanism to correct payment discrepancies and prevent unjust enrichment.
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Compensation Recovery. (a) The Grantee agrees that this Option and any Shares or other benefits or proceeds therefrom that the Grantee may receive hereunder shall be subject to forfeiture and/or repayment to the Company pursuant to any recovery, recoupment, “clawback” or similar policy of the Company, as may be amended from time to time, and with the provisions of any such Company policy deemed incorporated into this Grant Agreement without the Grantee’s additional or separate consent.
(b) At any time during the three years following the date(s) on which this Option vests, the Company reserves the right to and, in the appropriate cases, will seek restitution of all or part of any Shares that have been issued pursuant to this Grant Agreement if the Grantee engaged in intentional misconduct that caused or partially caused the need for such a restatement, or the Grantee has been determined to have committed a material violation of law or Company policy or to have failed to properly manage or monitor the conduct of a Service Provider who has committed a material violation of law or Company policy whereby, in either case, such misconduct causes significant harm to the Company.
(c) In the event the number of Shares issued pursuant to this Option is determined to have been based on materially inaccurate financial statements or other Company performance measures or on calculation errors (without any misconduct on the part of the Grantee) at any time during the three years following the date(s) on which this Option vests, the Company reserves the right to and, in appropriate cases, will seek restitution of the Shares received pursuant to this Grant to the extent that the number of Shares received exceeded the number of Shares that would have been exercised and issued had the inaccuracy or error not occurred.
(d) For purposes of the foregoing, the Grantee expressly and explicitly authorizes the Company to issue instructions on the Grantee’s behalf, to any brokerage firm and/or third-party administrator engaged by the Company to hold any Shares and other amounts acquired pursuant to this Option to re-convey, transfer or otherwise return such Shares to the Company upon the Company’s enforcement of its rights under this Section 10. By accepting this Grant, the Grantee agrees and acknowledges the Grantee is obligated to cooperate with and provide any and all assistance requested by the Company in its efforts to recover or recoup Shares or the proceeds received therefrom pursuant to this Grant...
Compensation Recovery. In addition to those provisions in Sections 6 and 7, to the extent that this Award and any compensation associated therewith is considered “incentive-based compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, this Award and any compensation associated therewith shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or the Committee in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s Shares are then listed. This Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.
Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company’s clawback policy as may be in effect from time to time, including to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the common stock of the Company may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
Compensation Recovery. Any amounts paid pursuant to this Agreement shall be subject to recoupment in accordance with any clawback policy that Parent and/or the Company has adopted, adopts or is otherwise required by law to adopt, whether pursuant to the listing standards of any national securities exchange or association on which the Parent’s securities are listed, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and/or other applicable law.
Compensation Recovery. This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.
Compensation Recovery. The Company may cancel, forfeit or recoup any rights or benefits of, or payments to, the Participant hereunder, including but not limited to any Shares issued by the Company upon exercise of vested SARs or the proceeds from the sale of any such Shares, under any future compensation recovery policy that it may establish and maintain from time to time, to meet listing requirements that may be imposed in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or otherwise. The Company shall delay the exercise of its rights under this Section for the period as may be required to preserve equity accounting treatment.
Compensation Recovery. The Grantee’s rights with respect to this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Recoupment Policy, as may be amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by Applicable Law, or as may be necessary to comply with Applicable Laws, rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12.
Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, the Restricted Stock Units, Dividend Equivalent Rights and any shares of Stock issued pursuant to the Restricted Stock Units and any proceeds therefrom shall be subject to and remain subject to any compensation recovery policies of the Corporation, including (i) the Corporation’s Executive Officer Incentive Compensation Clawback Policy (as amended from time to time, or any successor policy), (ii) the Corporation’s Supplemental Discretionary Clawback Policy (as amended from time to time, or any successor policy), (iii) any recoupment, clawback or similar requirements made applicable by law, regulation or listing standards to the Corporation from time to time (to the extent contemplated by such requirements), or (iv) as may be adopted by the Corporation to help facilitate the Corporation’s objectives, including, without limitation, related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or similar considerations and, in each case, as may be amended from time to time (the “Policies”), with the provisions contained in such Policies deemed incorporated into this Agreement without Participant’s additional or separate consent. For purposes of the foregoing, Participant expressly and explicitly authorizes the Corporation to cancel any unpaid portion of the Restricted Stock Units (whether vested or unvested) and to issue instructions, on Participant’s behalf, to any brokerage firm and/or third-party administrator engaged by the Corporation to hold any shares of Stock and other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Corporation upon the Corporation’s enforcement of the Policies. Participant acknowledges and agrees that the Corporation’s rights hereunder shall not be affected in any way by any subsequent change in status, including retirement or termination of employment (including due to death or Disability). Participant expressly agrees to indemnify and hold the Corporation and its Affiliates harmless from any loss, cost, damage, or expense (including attorneys’ fees) that the Corporation or any Affiliate may incur as a result of Participant’s actions or in the Corporation and any Affiliate’s efforts to recover such previously made payments or value pursuant to this provision. No recovery of compensation as described herein will be an event giving rise t...
Compensation Recovery. The Award Shares shall be subject to being recovered under any compensation recovery policy that may be adopted from time to time by the Company or any of its Affiliates. For avoidance of doubt, compensation recovery rights to Award Shares shall extend to the proceeds realized by the Participant due to the sale or other transfer of the Award Shares.
Compensation Recovery. Notwithstanding any other provision of this Agreement, this Award and any Shares or cash received in settlement thereof will be subject to (i) to the extent applicable to you, the Company’s Executive Compensation Clawback Policy as in effect from time to time; and (ii) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 if you are one of the individuals expressly subject to such Section 304 or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.