Clawback Provision. Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.
Clawback Provision. It is the Corporation’s Policy that, consistent with Section 954 of the Xxxx-Xxxxx Act, in the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under the securities laws, the Corporation will seek to recover from any current or former executive officer of the Corporation who received incentive-based compensation (including stock options and performance shares awarded as compensation) during the 3-year period preceding the date on which the Corporation is required to prepare the accounting restatement, the amount, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement. The Corporation will implement this Policy in accordance with the rules of the Securities Exchange Commission, as they are promulgated. Pursuant to this agreement, Employee agrees to promptly return to the Corporation any and all amounts received pursuant to this Agreement to the extent the Corporation is entitled or required to recover such amounts by the terms of (i) the Corporation’s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as adopted, amended, implemented, and interpreted by the Corporation from time to time, and/or (ii) Section 954 of the Xxxx-Xxxxx Act (as may be amended) and any applicable rules or regulations promulgated by the Securities Exchange Commission.
Clawback Provision. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess share compensation granted to Employee per this Agreement. Excess share compensation means the positive difference, if any, between (1) the award paid to Employee, and (ii) the award that would have been paid to you had the award been calculated based on the Company’s financial statements as restated.
Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.
Clawback Provision. Notwithstanding any other provision in this Agreement to the contrary, Grantee shall be subject to the written policies of the Company’s Board of Directors as well as laws and regulations applicable to Company executives, including without limitation any Board policy relating to recoupment or “clawback” of compensation arising from this Award, and rules adopted pursuant to the Xxxx-Xxxxx Act, and any other Board policy, law or regulation relating to recoupment or “clawback” of compensation that may exist from time to time during Grantee’s employment by the Company and thereafter. Without limiting the generality of the foregoing, Grantee and this Award shall be subject to the Company’s Incentive Compensation Clawback Policy approved by the Company’s Board of Directors on December 5, 2014 as the same may be amended from time to time, including certain provisions thereof that would allow the Company to recover any value conferred upon Grantee by this Award and/or cancel all or a part of this Award in the event of any “significant misconduct” (as defined in such policy) by Grantee or a subordinate employee of Grantee, if Grantee is at the level of Senior Vice President or above in the Company’s domestic dialysis business, or in a role that provides support to the Company’s domestic dialysis business. The provisions of this Section 9 are in addition to and not in lieu of any other remedies available to the Company in the event Grantee violates the Policies (as defined herein below), or any laws or regulations.
Clawback Provision. Participant acknowledges that Participant has read the Company’s Clawback Policy. In consideration of the grant of the PSU Award, the Participant agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, the Participant agrees that the Company shall have the right to require the Participant to repay the value of the PSU Award received by the Participant pursuant to this Agreement, as may be required by law (including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and implementing rules and regulations thereunder) or as a result of: (i) a financial restatement if the value of the PSU Award received was predicated upon achieving certain Performance Criteria that were subsequently the subject of such financial restatement; (ii) the Committee determined that the Participant engaged in intentional misconduct that caused the need for such restatement; and (iii) a lower PSU Award would have been paid based on the restated results. This Section 7 shall survive the termination of the Participant’s employment for any reason. The foregoing remedy is in addition to and separate from any other relief available to the Company due to the Participant’s misconduct or fraud. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding upon the Participant and all persons claiming through the Participant.
Clawback Provision. Notwithstanding any other provisions in this Agreement to the contrary, any 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).
Clawback Provision. Notwithstanding any provision to the contrary herein, in the Company’s 2006 Equity Compensation Plan or in any applicable grant agreement, in addition to other remedies described in this Agreement, if at any time Employee breaches any provisions of Paragraphs 14, 16 or 17, or breaches any provision of Sections 15(a), 15(b), 15(c), 15(e), 15(f), or materially breaches any provision of Section 15(d) or otherwise engages in activities or conduct that constitutes Cause, all outstanding unvested and unexercised equity rights (including, but not limited to, stock options, restricted stock, and restricted stock units) held by Employee as of such date shall terminate, and Company may rescind (i) the exercise and/or vesting of any equity right and the delivery of shares of the Company’s common stock upon such exercise or vesting (the “Shares”) and (ii) the payment of any bonus or incentive compensation amounts provided to Employee, in either case, within one year after Employee breaches such provisions or engages in such activity or conduct. For purposes of this Paragraph 18, the term “Shares” shall include without limitation any shares or other property received by Employee with respect to the shares covered by Employee’s equity rights as a result of a stock split or other similar transaction. In the event of any such rescission, Employee shall return to Company the amount of any bonus or incentive compensation and the Shares received upon the exercise or vesting of Employee’s equity rights, or if Employee no longer owns the Shares, Employee shall pay to Company the amount of any gain realized or payment received as a result of any sale or other disposition of the Shares (or, in the event Employee transfers the Shares by gift or otherwise without consideration, the fair market value of the Shares on the date of the breach or activity or conduct), net of the price originally paid by Employee for the Shares. The payment shall be made in such manner and on such terms and conditions as may be required by Company. Company shall be entitled to set off against the amount of any such payment any amounts otherwise owed to Employee by Company.
Clawback Provision. Notwithstanding any other provision in this Agreement to the contrary, the Grantee shall be subject to the written policies of the Company’s Board of Directors applicable to Company executives, including without limitation any Board policy relating to recoupment or “clawback” of compensation arising from payments such as those made under this Cash Performance Award, as they exist from time to time during the Grantee’s employment by the Company and thereafter.
Clawback Provision. Notwithstanding anything to the contrary herein, the Award shall be subject to any recoupment or clawback policy that is adopted by the Corporation, including any policy that is adopted after the Grant Date, or any recoupment or clawback policy that becomes applicable to the Corporation pursuant to any requirement of law or any exchange listing requirement, in either case to the extent provided therein.
