Excess Incentive-Based Compensation means the amount of Incentive-Based Compensation received by a current or former Executive Officer that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had the amount of such Incentive-Based Compensation been determined based on the accounting restatement, computed without regard to taxes paid by the Executive Officer. With regards to Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Excess Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, Excess Incentive-Based Compensation means a reasonable estimate of the effect of the accounting restatement on the applicable Financial Reporting Measure.
Excess Incentive-Based Compensation means the amount of Incentive-Based Compensation received from a Fund by a current or former Executive Officer that exceeds the amount of
Excess Incentive-Based Compensation means the amount or value of a Covered Executive’s Incentive-Based Compensation Received that exceeds the amount of Incentive-Based Compensation that otherwise would have been Received had it been determined based on the amounts set forth in the Accounting Restatement, computed without regard to any taxes paid. Where the amount of Excess Incentive-Based Compensation is not subject to mathematical recalculation directly from the Accounting Restatement, as with Financial Reporting Measures such as stock price or total shareholder return, the amount of Excess Incentive-Based Compensation will be based on a reasonable estimate of the effect of the Accounting Restatement on that Financial Reporting Measure. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
Examples of Excess Incentive-Based Compensation in a sentence
Further, the Company shall not enter into any agreement that exempts any Incentive-Based Compensation that is granted, paid or awarded to a Covered Officer from the application of this Clawback Policy or that waives the Company’s right to recovery of any Excess Incentive-Based Compensation, and this Clawback Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Clawback Policy).
In the event the Company is required to prepare a Covered Financial Restatement, the Company shall seek reasonably promptly the recovery of any Excess Incentive-Based Compensation that is Received by an Executive Officer during the Clawback Period.
The Company will not indemnify any Covered Executive against the loss of Excess Incentive-Based Compensation.
The Committee and the Board have the exclusive power and authority to administer this Policy, including, without limitation, the right and power to interpret the provisions of this Policy and to make all determinations deemed necessary or advisable for the administration of this Policy, including, without limitation, any determination as to: (a) whether a Triggering Event has occurred and (b) what constitutes Excess Incentive-Based Compensation and Incentive-Based Compensation.
The Company must recover all Excess Incentive-Based Compensation unless the Committee determines in its reasonable discretion it would be impracticable to do so because the direct expense paid to a third party to assist in enforcing this Restatement Clawback Policy would exceed the amount to be recovered (“Impracticable”).
More Definitions of Excess Incentive-Based Compensation
Excess Incentive-Based Compensation means the amount of Incentive-Based Compensation awarded by the Company to an Executive Officer on or after the Effective Date in excess of what would have been awarded to that Executive Officer under the circumstances reflected by the accounting restatement, but in no event will such Excess Incentive-Based Compensation exceed the total amount of such Incentive-Based Compensation realized by that Executive Officer on or after the Effective Date.
Excess Incentive-Based Compensation means the amount or value of Incentive-Based Compensation Awarded by the Company or any subsidiary of the Company to a Senior Officer on or after the Effective Date in excess of what would have been Awarded to that Senior Officer based on the results as reported in the Restatement, but in no event will such Excess Incentive-Based Compensation exceed the total amount of such Incentive-Based Compensation originally Awarded to that Senior Officer on or after the Effective Date.
Excess Incentive-Based Compensation means with respect to an Executive Officer and in connection with a Covered Financial Restatement (i) the amount of Incentive-Based Compensation Received by an Executive Officer from any member of the Company Group in excess of the amount that would have been Received had it been determined based on the restated Financial Reporting Measure following completion of a Covered Financial Restatement, and (ii) any other compensation that is computed based on, or otherwise attributable to, the amounts described in clause (i), in each case, as determined by the Compensation Committee in accordance with the Recovery Rules. The amount of Excess Incentive-Based Compensation shall be determined on a gross basis without regard to any taxes owed or paid by the Executive Officer on the receipt or settlement of the Incentive-Based Compensation. For Incentive-Based Compensation based on share price or total shareholder return, where the amount of Excess Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Covered Financial Restatement, the amount shall be based on a reasonable estimate of the effect of the Covered Financial Restatement on the share price or total shareholder return upon which the Incentive-Based Compensation was Received.
Excess Incentive-Based Compensation means the amount of Incentive-Based Compensation awarded by the Company to a Covered Executive Officer in excess of what would have been awarded to that Covered Executive Officer under the circumstances reflected by the Restatement, but in no event will such Excess Incentive Compensation exceed the total amount of such Incentive-Based Compensation realized by that Covered Executive.
Excess Incentive-Based Compensation means the excess of (i) the amount paid or payable to a Covered Executive pursuant to any Incentive-Based Compensation award, the amount of which was determined based on financial statements that contain errors that will require the Company to prepare an Accounting Restatement, over (ii) the amount that would have been paid or payable to the Covered Executive had the Incentive-Based Compensation been calculated based on the Accounting Restatement.
Excess Incentive-Based Compensation means the amount of Incentive-Based Compensation Received by a Covered Executive or Other Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
Excess Incentive-Based Compensation means (i) the amount by which any Incentive-Based Compensation that is approved, granted, awarded or paid to an Executive Officer based on erroneous or inaccurate data contained in Materially Non-Compliant Financial Statements as originally publicly filed exceeds the amount of any Incentive-Based Compensation that otherwise would have been approved, granted, awarded or paid to such Executive Officer based on the correct data contained (or to be provided in) in any subsequent restatement or other correction of such Materially Non-Compliant Financial Statements or (ii) the amount by which any Incentive-Based Compensation that is approved, granted, awarded or paid to an Executive Officer following a Wrongful Act of an Executive Officer of which the Board was not aware exceeds the amount of any Incentive-Based Compensation that otherwise would have been approved, granted, awarded or paid to such Executive Officer had the Board been aware of the Executive Officer's involvement in a Wrongful Act. The amount of Excess Incentive-Based Compensation shall be determined on a gross basis without any regard to any tax payment obligations of an Executive Officer with respect to the Incentive Compensation in question.