Clawback of Incentive-Based Compensation Sample Clauses

Clawback of Incentive-Based Compensation. Notwithstanding any other provision in this Agreement to the contrary, you agree that any “incentive-based compensation” within the meaning of Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be subject to clawback by the Company in the manner required by Section 10D(b)(2) of the Exchange Act including any future requirements determined by the U.S. Securities and Exchange Commission and implemented by the Compensation Committee of the Board of Directors.
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Clawback of Incentive-Based Compensation. Notwithstanding the foregoing, all incentive-based compensation payable to Employee during the Term of this Agreement shall be subject to clawback in accordance with Company policies, as may be adopted and/or amended from time to time, in accordance with applicable law, including, without limitation, the Securities and Exchange Commission’s rules and regulations and/or rules of the exchange on which the Company’s equity securities may be listed from time to time.
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Clawback of Incentive-Based Compensation. All incentive-based compensation payable to Executive hereunder shall be subject to forfeiture and recoupment pursuant to the Company’s policies regarding the forfeiture and recoupment of incentive-based compensation applicable to Peer Executives then in effect, as may be modified by the Company from time to time. The Executive acknowledges that the Company may engage in any legal or equitable action or proceeding in order to enforce the provisions of this Section 3.2(h). The provisions of this Section 3.2(h) shall be modified to the extent, and remain in effect for the period, required by applicable law, including, without limitation, any rules or regulations adopted by the U.S. Securities and Exchange Commission or The Nasdaq Stock Market LLC implementing the clawback or recoupment requirements of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010.
Sample 1
Clawback of Incentive-Based Compensation. Notwithstanding any other provision in this Agreement to the contrary, Executive agrees that any “incentive-based compensation” within the meaning of Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be subject to claw-back by the Company in the manner required by Section 10D(b)(2) of the Exchange Act, as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission, as may be implemented by the Board or Compensation Committee from time to time.
Sample 1
Clawback of Incentive-Based Compensation. In the event that the Company restates, in a filing made with the Securities and Exchange Commission (the “SEC”), all or a portion of its financial statements within two (2) years of the original filing of such financial statements with the SEC as a result of material noncompliance with any financial reporting requirement under United States generally accepted accounting principles or the federal securities laws (not including as a result of changes to applicable accounting rules and regulations), the Board (or a duly authorized committee thereof consisting solely of independent directors) may, to the extent permitted by applicable law and as it deems appropriate in its sole discretion, in whole or in part, require the Executive to promptly repay any bonus or incentive compensation paid or granted to the Executive (including, without limitation, amounts paid in respect thereof pursuant to Section 4.4), only if and to the extent that the amount of bonus or incentive compensation was calculated based upon (i) the achievement of certain financial results that were subsequently reduced due to such restatement, and (ii) a subsequent finding that the financial information or performance metrics used by the Board (or a duly authorized committee thereof consisting solely of independent directors) to determine the amount of such bonus or incentive compensation were materially inaccurate, and in each of clause (i) or (ii), as applicable, the amount of the bonus or incentive compensation that would have been awarded to the Executive had the financial results been properly reported would have been lower than the amount actually awarded. The Executive’s bonus and incentive compensation received pursuant to the foregoing sentence shall be subject to recoupment in accordance with this Section 3.2(h) regardless of the fault, misconduct or responsibility of the Executive in connection with the restatement. In addition, the Board (or a duly authorized committee thereof consisting solely of independent directors) may, in whole or in part, require the Executive to repay any bonus or incentive compensation paid or granted to the Executive if and to the extent that such bonus or incentive compensation was originally paid or granted to the Executive on the basis of the Executive’s conduct that was not in good faith and materially disrupts, damages, impairs or interferes with the business of the Company and its subsidiaries. If the Executive fails to return such compensation prom...
Sample 1

Related to Clawback of Incentive-Based Compensation

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Performance-Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Incentive Bonus Compensation The Executive shall be eligible for incentive bonus compensation for each Fiscal Year in an amount to be determined by the Board of Directors or any committee thereof ("INCENTIVE BONUS COMPENSATION").

  • Stock Based Compensation Executive will be eligible to participate in the Company's Employee Stock Purchase Plan and to be considered by the Compensation Committee for grants or awards of stock options or other stock-based compensation under the Company's Stock Incentive Plan or similar plans from time to time in effect. All such grants or awards shall be governed by the governing Plan and shall be evidenced by the Company's then standard form of stock option, restricted stock or other applicable agreement.

  • Equity Incentive Compensation During the term of employment hereunder the Executive shall be eligible to participate, in an appropriate manner relative to other senior executives of the Parent and its subsidiaries, in any equity-based incentive compensation plan or program approved by the Board from time to time, including (but not by way of limitation) any plan providing for the granting of (a) options to purchase stock of the Parent, (b) restricted stock of the Parent or (c) similar equity-based units or interests.

  • Annual Bonus Compensation In addition to your Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “Bonus”):

  • Base Salary and Incentive Compensation The Company shall pay to Executive (i) his Base Salary (as in effect as of the date of his termination) and (ii) Incentive Compensation (in an aggregate amount equal to the applicable portion of the cash Incentive Compensation received by the Executive for the most recent fiscal year prior to his termination) as follows: Years of Base Payout Service Salary Incentive Compensation Period Less than one 3 months 25% of the Short Term Incentive Plan award for the most recent full fiscal year prior to termination 3 months One but less than two 6 months 50% of the Short Term Incentive Plan award for the most recent full fiscal year prior to termination 6 months Two but less than three 9 months 75% of the Short Term Incentive Plan award for the most recent full fiscal year prior to termination 9 months Three or More 12 months 100% of the Short Term Incentive Plan award for the most recent full fiscal year prior to termination 12 months To the extent permitted under Code Section 409A, the sum of applicable Base Salary and Incentive Compensation shall be divided into equal monthly payments and paid to the Executive over the applicable Payout Period shown in the table above, depending on the Executive’s years of service at the time of Termination.

  • Cash Incentive Compensation During the Term, the Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual cash incentive compensation shall be 40 percent of the Executive’s Base Salary. Except as otherwise provided herein, to earn cash incentive compensation, the Executive must be employed by the Company on the day such cash incentive compensation is paid.

  • Incentive and Bonus Compensation The Executive shall be eligible to participate in the Company’s existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Such eligibility is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer and/or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s or the Board’s sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s rights and obligations thereunder during the Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.

  • Bonus and Incentive Compensation Executive shall be entitled to equitable participation in incentive compensation and bonuses in any plan or arrangement of the Bank or the Company in which Executive is eligible to participate. Nothing paid to Executive under any such plan or arrangement will be deemed to be in lieu of other compensation to which Executive is entitled under this Agreement.

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