Hold Back. The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part: (a) in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or (b) in case of evidence of malfeasance or fraud by the Grantee; or (c) in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or (d) in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or (e) if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or (f) 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 or any of its Subsidiaries or Affiliates. The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.
Appears in 6 contracts
Sources: Converted Award Agreement (ING U.S., Inc.), Converted Award Agreement (ING U.S., Inc.), Converted Award Agreement (ING U.S., Inc.)