Malus Clause Samples

A Malus clause allows an employer to reduce or withhold unvested or unpaid variable compensation, such as bonuses or stock awards, from an employee under certain circumstances. Typically, this clause is triggered if the employee is found to have engaged in misconduct, breached company policies, or if the company’s financial results are later found to be misstated. The core function of a Malus clause is to protect the company from rewarding employees for performance that is later deemed inappropriate or unsustainable, thereby aligning employee incentives with long-term company interests and ethical standards.
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Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a clawback of the Restricted Securities is otherwise warranted, the Committee may, in its absolute discretion, by written notice to the relevant Participant require that Participant (i) pay to the Company the prevailing after-tax cash value of the Restricted Securities (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of Restricted Securities, within 30 business days of receipt of such notice. For the purposes of clause (a) of this Section4.6, an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where the relevant Restricted Securities, which would not have otherwise vested, vest, or remain capable of vesting as a result of such circumstances. For the purposes of clause (b) of this Section 4.6, such circumstances are limited to (A) fraud or dishonesty on the part of the Participant, (B) bankruptcy of the Participant, or (C) any material misstatement of financial accounts by the Participant.
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Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the Options is otherwise warranted, the Committee may, in its absolute discretion:
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Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the Options is otherwise warranted, the Committee may, in its absolute discretion: 4.7.1 in the case of any unexercised Options, reduce, lapse or forfeit all or part of such Options and/or amend or alter any vesting conditions applying to such Options; and 4.7.2 in the case of any exercised Options, by written notice to the relevant Participant require that Participant (i) pay to the Company the prevailing after tax cash value of the Ordinary Shares arising from the exercise of such Options (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of the Ordinary Shares arising from the exercise of such Options, within 30 business days of receipt of such notice. For the purposes of this Section 4.7(a), an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where an Option, which would not have otherwise vested, vests or remains capable of vesting as a result of such circumstances. For the purposes of this Section 4.7(b), such circumstances are limited to: (A) fraud or dishonesty on the part of the Participant; (B) breach of any obligations owed by the Participant to the Group; (C) bankruptcy of the Participant; or (D) any material misstatement of financial accounts by the Participant.
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Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the RSUs is otherwise warranted, the Committee may, in its absolute discretion: 5.6.1 in the case of any unvested RSUs, reduce, lapse or forfeit all or part of such RSUs and/or amend or alter any vesting conditions applying to such RSUs; and 5.6.2 in the case of any vested RSUs, by written notice to the relevant Participant require that Participant pay to the Company the prevailing after tax cash value of the Ordinary Shares arising from the vesting of such RSUs (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of Ordinary Shares arising from the vesting of such RSUs, within 30 business days of receipt of such notice. For the purposes of this Section 5.6(a), an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where a RSU, which would not have otherwise vested, vests or remains capable of vesting as a result of such circumstances. For the purposes of this Section 5.6(b), such circumstances are limited to: (A) fraud or dishonesty on the part of the Participant; (B) breach of any obligations owed by the Participant to the Group; (C) bankruptcy of the Participant; or (D) any material misstatement of financial accounts by the Participant.
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Malus. In relation to an insurance period, You shall pay Us a malus in accordance with what follows: 1. The malus shall be calculated by applying the relevant percentage – which depends on your loss ratio as shown in the table below – to the premium paid for the insurance period. Loss ratio Malus 0% - [X]% [A]% [X]% - [Y]% [B]% [Y]% - [Z]% [C]% 2. The loss ratio is the ratio where:  The numerator is the total amount of indemnity paid or to be paid with respect to Deliveries made during the insurance period, less the Recoveries related to such Deliveries and received before the malus is paid.  The denominator is the premium amount paid for the insurance period. If there is an indemnity for Collection Expenses but the Debt has been paid in full before indemnification by Us, We shall not take into account the indemnity for Collection Expenses in the calculation of the malus. 3. Invoicing of the malus shall occur after the date when there is no more risk of Non-Payment of Debts relating to Deliveries made during the insurance period.
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