Malus and Clawback Sample Clauses

Malus and Clawback. The Grantee acknowledges that the Phantom Units granted (and any associated DERs) and the Units and cash, if any, issued hereunder are subject to Malus and Clawback as provided in Sections 8(q), (r) and (s) of the Plan.
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Malus and Clawback. For the purposes of the UK Sub-Plan, a new Section 13 shall be added as follows:
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Malus and Clawback. All performance-related remuneration awarded to you, including but not limited to any annual bonus and GSIP/ MCIP awards, is subject to malus and clawback as follows: Malus: If the Committee considers that there is: • a significant downward restatement of the financial results of Unilever; • reasonable evidence of gross misconduct or gross negligence by you; • reasonable evidence of material breach by you of Unilever’s Code of Business Principles or Code Policies; • breach of restrictive covenants by which the individual has agreed to be bound; and/or • reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever, it may, in its discretion, at any time prior to your performance-related remuneration vesting or being paid, decide that some or all of your performance-related remuneration (which is subject to this malus and clawback provision) will be reduced, lapse, or be subject to additional conditions, or the delivery of your performance-related remuneration will be delayed.
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Malus and Clawback. If the Participant is a Material Risk Taker of Aon Securities Limited or Aon Investments Limited, then the Award is subject to Aon’s Material Risk Takers Variable Pay Adjustment Policy (the “MRT Policy”). The MRT Policy provides that Aon will have the discretion to cancel, or require reimbursement of, all or part of the Award in certain circumstances. The Participant can obtain a copy of the MRT Policy from their HR business partner. If the Participant is subject to the MRT Policy, by accepting this Agreement, the Participant hereby agrees and acknowledges that the Participant will be bound by the MRT Policy including without limitation Aon’s discretion to cancel or require reimbursement of all or part of the Award in the circumstances set out within such policy.
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Malus and Clawback. 18.1. The Employee acknowledges that in order to comply with UK corporate governance standards the discretionary bonus arrangements and share incentive plans operated by the Company from time to time (the Plans) include, or may in the future include, provisions which in certain circumstances allow for the reduction of amounts payable to the Employee and/or for the Employee to repay to the Company all or part of any amounts received by him pursuant to those Plans. The Employee hereby agrees to be bound by such provisions of the Plans both during and following the Employment and, without prejudice to clause 3.4, acknowledges the right of the Company to deduct from any amount payable to him any amount he owes to the Company or any Group Company pursuant to the Plans.
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Malus and Clawback. The Executive hereby agrees that he is subject to, and shall comply at all times with, any and all policies adopted by Shire as in effect from time to time which all constitute directives within the meaning of article 321d of the Swiss Code of Obligations and the Executive is obliged to comply with them. Without limiting the foregoing, all cash and equity awards granted to Executive on or after the Date of Employment will be subject to Shire's policies and relevant plan rules regarding malus and clawback, as in effect from time to time. Currently, the Company may reduce remuneration prior to payment or vesting ("Malus"), or may, in limited circumstances, require recovery or repayment of payments or benefits already provided, including the surrender of shares acquired under any equity incentive (or payment in respect of such shares) or other benefits provided ("Clawback"). Any Clawback may be effected by way of deduction from any sums due in the future (including salary and future cash bonus or equity awards). The circumstances in which Clawback can occur include, but are not limited to, engaging in misconduct or a material misstatement of Shire's published financial results. Whether or not Clawback is applied will be decided by the Remuneration Committee on a case-by-case basis in its sole discretion.
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Malus and Clawback. 11.1 The Option will be subject to such adjustments and deductions (malus) or recovery (clawback) as may be required to be made upon reasonable evidence that the Option Holder contributed to, or was materially responsible for:
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Malus and Clawback. CIRCUMSTANCES The RemCo shall be entitled, at its discretion, to apply malus to any unvested Award (or any part of any unvested Award) and/or at any time in the first year after an AIP Award is paid or at any time in the two years after a DLTIP Award is released to the Employee (the "Clawback Period") clawback to any vested Award (or any part of any vested Award). Clawback will not apply to DBSP Awards.
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Malus and Clawback. “13.1 This Section 13 applies in relation to an Award if (a) either or both of Sections 13.2 and/or 13.3 apply, and (b) Section 13.4 applies.
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Related to Malus and Clawback

  • Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

  • Consideration of Criminal History in Hiring and Employment Decisions 10.14.1 Contractor agrees to comply fully with and be bound by all of the provisions of Chapter 12T, “City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions,” of the San Francisco Administrative Code (“Chapter 12T”), including the remedies provided, and implementing regulations, as may be amended from time to time. The provisions of Chapter 12T are incorporated by reference and made a part of this Agreement as though fully set forth herein. The text of the Chapter 12T is available on the web at xxxx://xxxxx.xxx/olse/fco. Contractor is required to comply with all of the applicable provisions of 12T, irrespective of the listing of obligations in this Section. Capitalized terms used in this Section and not defined in this Agreement shall have the meanings assigned to such terms in Chapter 12T.

  • Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

  • LISTING RULES IMPLICATIONS NWD is the controlling shareholder of NWDS and hence a connected person of NWDS. NWD is interested in approximately 57% of the issued share capital of NWSH as at the date of this announcement and NWSH being an associate of NWD is also a connected person of NWDS under the Listing Rules. Members of the CTF Jewellery Group are associates of CTF, which in turn is a substantial shareholder of NWD, a controlling shareholder of NWDS. Accordingly, members of the CTF Jewellery Group are also connected persons of NWD and NWDS under the Listing Rules. Therefore, the Continuing Connected Transactions constitute continuing connected transactions of NWDS under Chapter 14A of the Listing Rules. Since NWDS is a subsidiary of NWD and CTF Jewellery is an associate of CTF which is a substantial shareholder of NWD, the transactions contemplated under the Master Concessionaire Counter Agreement also constitute continuing connected transactions of NWD under Chapter 14A of the Listing Rules. As the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of each of the Continuing Connected Transactions are more than 2.5%, each of the Continuing Connected Transactions is subject to the reporting, announcement and independent shareholders’ approval requirements under the Listing Rules so far as NWDS is concerned. In view of the interests of NWD and CTF in the relevant Continuing Connected Transactions, NWD, CTF and their associates will abstain from voting in respect of the resolutions to be proposed at the EGM to approve the Continuing Connected Transactions, the CCT Agreements and the Annual Caps. As the Annual Caps in respect of the Master Concessionaire Counter Agreement are more than HK$1,000,000 but the relevant percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules in respect of the Master Concessionaire Counter Agreement are less than 2.5%, the Master Concessionaire Counter Agreement is subject to the reporting and announcement requirements but is exempt from the independent shareholders’ approval requirement under the Listing Rules so far as NWD is concerned. NWDS will convene the EGM for the purpose of seeking approval from the Independent Shareholders on the Continuing Connected Transactions, the CCT Agreements, and the Annual Caps. The Independent Board Committee will be established to consider the terms of the Continuing Connected Transactions, the CCT Agreements and the Annual Caps, and to advise the Independent Shareholders as to whether the Continuing Connected Transactions, the CCT Agreements and the Annual Caps are in the interests of NWDS and the NWDS Shareholders as a whole. An independent financial adviser will be appointed to advise the Independent Board Committee in this regard. A circular of NWDS containing, amongst others, further information on (i) the Continuing Connected Transactions, the CCT Agreements and the Annual Caps; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from the independent financial adviser to the Independent Board Committee; and

  • Compensation Recoupment Policy This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to you and to Awards of this type.

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