Executive Misconduct; Compensation Recovery Sample Clauses

Executive Misconduct; Compensation Recovery. (a) Notwithstanding anything in this Agreement to the contrary, the Committee shall have the authority to determine that in the event of serious misconduct by the Executive (including violations of employment agreements, confidentiality or other proprietary matters) or any activity of the Executive in competition with the business of the Company or any subsidiary or affiliated entity, the Award may be cancelled, in whole or in part, whether or not vested. The determination of whether the Executive has engaged in a serious breach of conduct or any activity in competition with the business of the Company or any subsidiary or affiliated entity shall be determined by the Committee in good faith and in its sole discretion. This Section 9 shall have no effect and be deleted from this Agreement following a Change of Control.
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Related to Executive Misconduct; Compensation Recovery

  • Compensation Recovery Policy Executive acknowledges and agrees that, to the extent the Company adopts any claw-back or similar policy pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or otherwise, and any rules and regulations promulgated thereunder, he or she shall take all action necessary or appropriate to comply with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).

  • Compensation Recovery This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.

  • Services and Compensation Consultant agrees to perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Executive Compensation Tax There is no contract, agreement, plan or arrangement to which the Company is a party, including, without limitation, the provisions of this Agreement, covering any employee or former employee of the Company, which, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 404 or 162(m) of the Code.

  • COMPENSATION OF ULTIMUS The Trust, on behalf of each Fund, shall pay for the services to be provided by Ultimus under this Agreement in accordance with, and in the manner set forth in, Schedule B attached hereto, as such Schedule may be amended from time to time. If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Ultimus’ compensation for that part of the month in which the Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Ultimus’ compensation for the preceding month shall be made promptly.

  • Compensation and Benefits by the Company As compensation for all services rendered pursuant to this Agreement, the Company shall provide the Executive the following during the Term:

  • Independent Contractor Benefits It is the express intention of the Company and Consultant that Consultant performs the Services as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an employee or entitling Consultant to any of benefits otherwise provided to employees of the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

  • Compensation Review The compensation of the Executive will be reviewed not less frequently than annually by the board of directors of the Company.

  • Compensation and General Benefits As compensation for his services under this Agreement, the Executive shall be compensated as follows:

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