Common use of Financial Statement Restatement Clause in Contracts

Financial Statement Restatement. Notwithstanding any provision of this Agreement to the contrary, the Shares shall be subject to the terms and conditions of this Section in the event that the Company issues a restatement of its audited financial statements (a “Restatement”) after any portion of the Shares has vested. If (i) any portion of the Shares vests based on achievement of an Income-Vesting Threshold and/or Revenue-Vesting Threshold and within 3 years thereafter the Company issues a Restatement affecting Operating Income and/or Revenue for the corresponding fiscal year such that any Income-Vesting Threshold and/or Revenue-Vesting Threshold would not have been met, then the corresponding portions of the Shares shall be deemed not to have vested, and (ii) any portion of the Shares vests based on achievement of a Market-Vesting Threshold and /or S&P Performance-Vesting Threshold and within 3 years thereafter the Company issues a Restatement, and the Committee determines in its good faith discretion, based on a reasonable estimate of the effect of the Restatement, that there is a reasonable likelihood that a Market-Vesting Threshold and/or S&P Performance-Vesting Threshold would not have occurred if the results reported in the Restatement had been reported initially, then the corresponding portions of the Shares shall be deemed not to have vested. If any portion of the Shares is deemed not to have vested pursuant to the foregoing sentence (an “Unearned Grant”), then Executive shall either (x) promptly return the Shares comprising the Unearned Grant to the Company or (y) if Executive has sold such Shares, pay to the Company within one (1) year from the date of the corresponding Restatement an amount equal to the proceeds Executive received from any sale of such Shares not returned by Executive pursuant to the foregoing clause (x). For the avoidance of doubt, if any portion of the Shares is deemed not to have vested as a result of a Restatement in accordance with this paragraph, such unvested portion will remain eligible for vesting on the terms and conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, Executive’s compensation and equity awards shall remain subject to any applicable law (including without limitation Section 302 of the Sarbanes Oxley Act and Section 954 of the Xxxx Xxxxx Act) or regulation in effect from time to time.

Financial Statement Restatement. Notwithstanding any provision of this Agreement to the contrary, the Shares Conditional Grant shall be subject to the terms and conditions of this Section 3(c)(ii)(B)(3) in the event that the Company issues a restatement of its audited financial statements (a “"Restatement”") after any portion of the Shares Conditional Grant has vested. If (i) any portion of the Shares Conditional Grant vests based on achievement of an Income-Vesting Threshold and/or RevenueEBITDA-Vesting Threshold and within 3 4 years thereafter the Company subsequently issues a Restatement affecting Operating Income and/or Revenue Adjusted EBITDA for the corresponding fiscal year such that any Income-Vesting Threshold and/or Revenuethe EBITDA-Vesting Threshold would not have been met, then the corresponding portions such portion of the Shares Conditional Grant shall be deemed not to have vested, and (ii) if any portion of the Shares Conditional Grant vests based on achievement of a Market-Vesting Threshold and /or S&P Performance-Vesting Threshold Threshold, and within 3 2 years thereafter the Company issues a Restatement, and Restatement affecting Adjusted EBITDA for the Committee determines corresponding fiscal year such that the Adjusted EBITDA set forth in its good faith discretion, based on a reasonable estimate of the effect of Restatement is less than the Restatement, that there is a reasonable likelihood that a Adjusted EBITDA target corresponding to such Market-Vesting Threshold and/or S&P Performance-Vesting Threshold would not have occurred if the results reported in the Restatement had been reported initiallyas set forth on Exhibit B attached hereto, then the corresponding portions such portion of the Shares Conditional Grant shall be deemed not to have vested. If any portion of the Shares Conditional Grant is deemed not to have vested pursuant to the foregoing sentence (an “"Unearned Grant”"), then Executive shall either (x) promptly return the Shares comprising the Unearned Grant to the Company or (y) if Executive has sold such Shares, pay to the Company within one (1) year from the date of the corresponding Restatement an amount equal to the proceeds Executive received from any sale of such Shares not returned by Executive pursuant to the foregoing clause (x). For the avoidance of doubt, if any portion of the Shares is deemed not to have vested as a result of a Restatement in accordance with this paragraph, such unvested portion will remain eligible for vesting on the terms and conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, Executive’s 's compensation and equity awards shall remain subject to any applicable law (including without limitation Section 302 of the Sarbanes Oxley Act and Section 954 of the Xxxx Dxxx Xxxxx Act) or regulation in effect from time to time.

Financial Statement Restatement. Notwithstanding any provision of this Agreement to the contrary, the Shares shall be subject to the terms and conditions of this Section in the event that the Company issues a restatement of its audited financial statements (a “Restatement”) after any portion of the Shares has vested. If (i) any portion of the Shares vests based on achievement of an Income-Vesting Threshold and/or Revenue-Vesting Threshold and within 3 years thereafter the Company issues a Restatement affecting Operating Income and/or Revenue for the corresponding fiscal year such that any Income-Vesting Threshold and/or Revenue-Vesting Threshold would not have been met, then the corresponding portions of the Shares shall be deemed not to have vested, and (ii) any portion of the Shares vests based on achievement of a MarketRevenue-Vesting Threshold and /or S&P PerformanceThreshold, a Margin-Vesting Threshold, and/or an EBITDA-Vesting Threshold and within 3 three years thereafter the Company issues a RestatementRestatement affecting Revenue, and Gross Margin or Adjusted EBITDA Margin for the Committee determines in its good faith discretion, based on a reasonable estimate of the effect of the Restatement, corresponding fiscal year such that there is a reasonable likelihood that a Marketany Revenue-Vesting Threshold Threshold, Margin-Vesting Threshold, and/or S&P PerformanceEBITDA-Vesting Threshold would not have occurred if the results reported in the Restatement had been reported initiallymet, then the corresponding portions of the Shares shall be deemed not to have vested. If any portion of the Shares is deemed not to have vested pursuant to the foregoing sentence (an “Unearned Grant”), then Executive Employee shall either (x) promptly return the Shares comprising the Unearned Grant to the Company or (y) if Executive Employee has sold such Shares, pay to the Company within one (1) year from the date of the corresponding Restatement an amount equal to the proceeds Executive Employee received from any sale of such Shares not returned by Executive Employee pursuant to the foregoing clause (x). For the avoidance of doubt, if any portion of the Shares is deemed not to have vested as a result of a Restatement in accordance with this paragraph, such unvested portion will remain eligible for vesting on the terms and conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, ExecutiveEmployee’s compensation and equity awards shall remain subject to any applicable law (including including, without limitation limitation, Section 302 of the Sarbanes Oxley United States Xxxxxxxx-Xxxxx Act and Section 954 of the Xxxx United States Xxxx-Xxxxx Act) or regulation in effect from time to time.

Financial Statement Restatement. Notwithstanding any provision of this Agreement to the contrary, the Shares shall be subject to the terms and conditions of this Section in the event that the Company issues a restatement of its audited financial statements (a “"Restatement”") after any portion of the Shares has vested. If (i) any portion of the Shares vests based on achievement of an Income-Vesting Threshold and/or Revenue-Vesting Threshold and within 3 years thereafter the Company issues a Restatement affecting Operating Income and/or Revenue for the corresponding fiscal year such that any the Income-Vesting Threshold and/or Revenue-Vesting Threshold would not have been met, then the corresponding portions of the Shares shall be deemed not to have vested, and (ii) any portion of the Shares vests based on achievement of a Market-Vesting Threshold and /or S&P Performance-Vesting Threshold and within 3 years thereafter the Company issues a Restatement, and the Committee determines in its good faith discretion, based on a reasonable estimate of the effect of the Restatement, that there is a reasonable likelihood that a Market-Vesting Threshold and/or S&P Performance-Vesting Threshold would not have occurred if the results reported in the Restatement had been reported initially, then the corresponding portions of the Shares shall be deemed not to have vested. If any portion of the Shares is deemed not to have vested pursuant to the foregoing sentence (an “"Unearned Grant”"), then Executive shall either (x) promptly return the Shares comprising the Unearned Grant to the Company or (y) if Executive has sold such Shares, pay to the Company within one (1) year from the date of the corresponding Restatement an amount equal to the proceeds Executive received from any sale of such Shares not returned by Executive pursuant to the foregoing clause (x). For the avoidance of doubt, if any portion of the Shares is deemed not to have vested as a result of a Restatement in accordance with this paragraph, such unvested portion will remain eligible for vesting on the terms and conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, Executive’s 's compensation and equity awards shall remain subject to any applicable law (including without limitation Section 302 of the Sarbanes Oxley Act and Section 954 of the Xxxx Xxxxx Act) or regulation in effect from time to time.

Financial Statement Restatement. Notwithstanding any provision of this Agreement to the contrary, the Shares shall be subject to the terms and conditions of this Section in the event that the Company issues a restatement of its audited financial statements (a “"Restatement”") after any portion of the Shares has vested. If (i) any portion of the Shares vests based on achievement of an Income-Vesting Threshold and/or Revenue-Vesting Threshold and within 3 years thereafter the Company issues a Restatement affecting Operating Income and/or Revenue for the corresponding fiscal year such that any the Income-Vesting Threshold and/or Revenue-Vesting Threshold would not have been met, then the corresponding portions of the Shares shall be deemed not to have vested, and (ii) any portion of the Shares vests based on achievement of a Market-Vesting Threshold and /or S&P Performance-Vesting Threshold and within 3 years thereafter the Company issues a Restatement, and the Committee determines in its good faith discretion, based on a reasonable estimate of the effect of the Restatement, that there is a reasonable likelihood that a Market-Vesting Threshold and/or S&P Performance-Vesting Threshold would not have occurred if the results reported in the Restatement had been reported initially, then the corresponding portions of the Shares shall be deemed not to have vested. If any portion of the Shares is deemed not to have vested pursuant to the foregoing sentence (an “"Unearned Grant”"), then Executive shall either (x) promptly return the Shares comprising the Unearned Grant to the Company or (y) if Executive has sold such Shares, pay to the Company within one (1) year from the date of the corresponding Restatement an amount equal to the proceeds Executive received from any sale of such Shares not returned by Executive pursuant to the foregoing clause (x). For the avoidance of doubt, if any portion of the Shares is deemed not to have vested as a result of a Restatement in accordance with this paragraph, such unvested portion will remain eligible for vesting on the terms and conditions of this Agreement for the remainder of the vesting periods set forth herein. In addition to the foregoing, Executive’s 's compensation and equity awards shall remain subject to any applicable law (including without limitation Section 302 of the Sarbanes Oxley Act and Section 954 of the Xxxx Xxxxx ActDodd Fraxx Xxx) or xx regulation in effect from time to time.