Malus and Clawback Clause Samples
The Malus and Clawback clause allows an employer to reduce, withhold, or recover previously awarded bonuses or incentives from employees under certain circumstances, such as misconduct or financial restatement. In practice, this means that if an employee is found to have breached company policies or if the company’s financial results are later found to be inaccurate, the employer can either cancel unpaid awards (malus) or reclaim paid amounts (clawback). This clause serves to protect the company from rewarding inappropriate behavior or errors, ensuring accountability and aligning employee incentives with long-term organizational integrity.
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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.
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.
Malus and Clawback. For the purposes of the UK Sub-Plan, a new Section 13 shall be added as follows:
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, but not limited to, ▇▇▇’s discretion to cancel or require reimbursement of all or part of the Award in the circumstances set out within such policy.
Malus and Clawback. The Participant acknowledges that the PSUs and the Shares acquired upon settlement of the PSUs shall be subject (including on a retroactive basis) to malus, clawback, recoupment, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into the Agreement) to the extent required by the Clawback Policy, the terms of any other malus and clawback policies of the Company Group or Applicable Law (including, without limitation, Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) or as a result of any failure to comply with the Company’s policy on confidential information and proprietary business information, or any non-competition, non-solicitation, no-hire or other restrictive covenants in the Participant’s services agreement with the Company or any other agreement between the Participant and the Company, in each case as may be in effect from time to time.
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.
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.
Malus and Clawback. 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.
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.
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:
11.1.1 the need for restatement of the Company’s or any member of the Group’s financial results because of fraud, dishonesty or such other misconduct;
11.1.2 misstating or misreporting or fraudulent or dishonest concealment of any clinical or trial data;
11.1.3 personally acting fraudulently or dishonestly in a manner that adversely affects the Company’s reputation or which is characterised as gross misconduct;
11.1.4 directing an employee, contractor, or advisor to act fraudulently, dishonestly, or to undertake other misconduct; and
11.1.5 breaching their material obligations to the Company through error, omission, or negligence.
11.2 The Company will make any determination for adjustment, deduction, clawback, recovery, or non-payment of amounts in its sole discretion and in accordance with any applicable law or regulation.