Common use of Claw Back & Recovery Clause in Contracts

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unvested Restricted Stock Units; (B) require you to immediately return to the Company any Shares issued under any Restricted Stock Units that are still under your control; and  (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the date of issuance of any Shares issued under any Restricted Stock Units).  (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. 

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unvested Restricted Stock Units; (B) require you to immediately return to the Company any Shares issued under any Restricted Stock Units that are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the date of issuance of any Shares issued under any Restricted Stock Units). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unvested Restricted Stock Units; (B) require you to immediately return to the Company any Shares issued under any Restricted Stock Units that are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the date of issuance of any Shares issued under any Restricted Stock Units). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, control shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unexercised portion of any Option included in your Award, any unvested Restricted Stock UnitsShares included in your Award, and any Performance Share Award included in your Award; (B) require you to immediately return to the Company any Shares issued upon exercise of any Option included in your Award, and any Shares in your Award that were previously Restricted Shares and any Shares issued under any Restricted Stock Units that Performance Share Award that, in each case, are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the exercise date of any such Option, the vesting date of any such formerly Restricted Shares, and the date of issuance of any Shares issued under any Restricted Stock Unitssuch Performance Share Award, as applicable). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i6(f)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, regulation or applicable stock exchange rule, including including, without limitation, the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002 and the Xxxx-Xxxxx Xxxx‑Xxxxx Xxxx Street Xxxxxx Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unvested Restricted Stock Units; (B) require you to immediately return to the Company any Shares issued under any that were previously Restricted Stock Units that are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the date of issuance of any Shares issued under any Restricted Stock Units). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant by the Company in accordance with and to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the maximum extent required under the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unexercised portion of any Option included in your Award, any unvested Restricted Stock UnitsUnits included in your Award, and any Performance Share Award included in your Award; (B) require you to immediately return to the Company any Shares issued under upon exercise of any Option included in your Award, and any Shares in your Award that were previously Restricted Stock Units that and any Shares issued under any Performance Share Award that, in each case, are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the exercise date of any such Option, and the date of issuance of any Shares issued under any Restricted Stock UnitsUnits or Performance Share Award, as applicable). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i6(f)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, regulation or applicable stock exchange rule, including including, without limitation, the Xxxxxxxx-Xxxxx Sarbanes‑Oxley Act of 2002 and the Xxxx-Xxxxx Xxxx‑Xxxxx Xxxx Street Xxxxxx Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unvested Restricted Stock Units; (B) require you to immediately return to the Company any Shares issued under any that were previously Restricted Stock Units that are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the date of issuance of any Shares issued under any Restricted Stock Units). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. .

Claw Back & Recovery.  (i) In the event (i) you breach any of the Restrictive Covenants, (ii) you engage in conduct materially adverse to the interests of the Company, including any material violations of any Company policy, (iii) you engage in intentional misconduct that caused or contributed to the restatement of any financial statements of the Company, (iv) you materially violate the terms of any agreement to which you and a member of the Company Group is a party or (v) you engage in a criminal act, fraud, or violation of any securities laws, then notwithstanding any other provision of this Agreement to the contrary, the Company, in its sole discretion, may take one or more of the following actions with respect to your Award (and shall, in any event, take all action required by applicable law): (A) cause the immediate forfeiture of any of your then unexercised portion of any Option included in your Award, any unvested Restricted Stock UnitsShares included in your Award, and any Performance Share Award included in your Award; (B) require you to immediately return to the Company any Shares issued upon exercise of any Option included in your Award, and any Shares in your Award that were previously Restricted Shares and any Shares issued under any Restricted Stock Units that Performance Share Award that, in each case, are still under your control; and and (C) require you to promptly pay to the Company an amount equal to the fair market value of all Shares included in your Award that are no longer under your control (as measured on the exercise date of any such Option, the vesting date of any such formerly Restricted Shares, and the date of issuance of any Shares issued under any Restricted Stock Unitssuch Performance Share Award, as applicable). . (ii) The Committee shall have sole discretion to determine what constitutes the conduct described in Section 3(e)(i6(f)(i) above. (iii) In addition to the Company’s rights set forth above, you agree your Award and the value of any portion of your Award no longer under your control, shall be subject to recovery or other penalties pursuant by the Company in accordance with and to (i) any Company clawback policy, as may be adopted or amended from time to time, or (ii) any applicable law, rule or regulation, or applicable stock exchange rule, including without limitation, the maximum extent required under the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act. .