Common use of Recoupments Clause in Contracts

Recoupments. a) If Employee is determined by the Committee or its authorized delegate, as applicable, in its sole discretion exercised prior to a Change in Control, to have engaged in detrimental activity against the Employer, any awards granted to Employee shall be cancelled and be of no further force or effect and any payments of cash or other remuneration or release of shares from six months prior to such detrimental activity may be rescinded. In the event of any such rescission, Employee shall pay to the Company the amount of any cash payment or gain realized or payment received as a result of the rescinded payment or release of shares, in such manner and on such terms and conditions as may be required by the Committee or its authorized delegate, as applicable. b) Detrimental activity may include: (i) violating terms of a non-compete agreement with the Employer, if any; (ii) disclosing confidential or proprietary business information of the Employer to any person or entity including but not limited to a competitor, vendor or customer without appropriate authorization from the Employer; (iii) violating any rules, policies, procedures or guidelines of the Employer; (iv) directly or indirectly soliciting any employee of the Employer to terminate employment with the Employer; (v) directly or indirectly soliciting or accepting business from any customer or potential customer or encouraging any customer, potential customer or supplier of the Employer, to reduce the level of business it does with the Employer; or (vi) engaging in any other conduct or act that is determined to be injurious, detrimental or prejudicial to any interest of the Employer.

Recoupments. a) If an Employee or former Employee of the Employer is determined reasonably deemed by the Committee or its authorized delegate, as applicable, in its sole discretion exercised prior to a Change in Control, to have engaged in detrimental activity against the Employer, any awards granted to such Employee or former Employee shall be cancelled and be of no further force or effect and any payments payment or delivery of cash or other remuneration or release of shares an award from six months prior to such detrimental activity may be rescinded. In the event of any such rescission, the Employee shall pay to the Company the amount of any cash payment or gain realized or payment received as a result of the rescinded exercise, payment or release of sharesdelivery, in such manner and on such terms and conditions as may be required by the Committee or its authorized delegate, as applicable. b) . Detrimental activity may include: : (i) violating terms of a non-compete agreement with the Employer, if any; ; (ii) disclosing confidential or proprietary business information of the Employer to any person or entity including but not limited to a competitor, vendor or customer without appropriate authorization from the Employer; ; (iii) violating any rules, policies, procedures or guidelines of the Employer; ; (iv) directly or indirectly soliciting any employee of the Employer to terminate employment with the Employer; ; (v) directly or indirectly soliciting or accepting business from any customer or potential customer or encouraging any customer, potential customer or supplier of the Employer, to reduce the level of business it does with the Employer; or or (vi) engaging in any other conduct or act that is determined to be injurious, detrimental or prejudicial to any interest of the Employer.