Clawback/Recoupment (a) The Committee may, to the extent permitted by governing law, require reimbursement of any payment of Shares received in settlement of this Award if the Award Recipient is an employee of pay grade 22 or higher as of the Grant Date where: (i) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission, which restatement occurs no more than three years from the date of settlement of this Award, where the Committee reasonably determines that any employee engaged in intentional misconduct that caused or partially caused the need for the restatement, and a lower payment would have been made to the Award Recipient based upon the restated financial results; provided, however, that the Committee reserves the discretion to determine that any Award Recipient shall not be subject to this provision; or (ii) the Award Recipient engaged in ethical misconduct in violation of the Company’s Code of Business Ethics, which the Committee reasonably determines caused material business or reputational harm to the Company.
(b) If the Committee reasonably determines that any payment of Shares received in settlement of this Award should be reimbursed under subsections (a)(i) or (a)(ii), then the following shall apply: (i) in the event reimbursement is required under subsection (a)(i), the Award Recipient shall be required to reimburse the Company in an amount equal to the dollar value of the Common Stock the Award Recipient received in excess of what the Award Recipient would have received on such date had the payment been based upon such restated financial results; or (ii) in the event reimbursement is required under subsection (a)(ii), the Award Recipient shall be required to promptly reimburse the Company in an amount the Committee reasonably determines to be appropriate, which could equal the full value of the Common Stock the Award Recipient received during such three-year period. Notwithstanding the foregoing, the Company shall not be required to make any additional payment in the event that the restated financial results would have resulted in a greater number of Shares upon payment of the Award to the Award Recipient.
(c) In the event the Award Recipient is obligated to reimburse the Company for amounts under subsections (b)(i) or (b)(ii), the Company may, at its sole election: (i) require the Award Recipient to pay the amount in a lump sum within 30 days of such determination; (ii) deduct the amount from any other compensation owed to the Award Recipient (as a condition to receiving the performance-based compensation under this Award, the Award Recipient agrees to permit the deduction provided for by this subsection); or (iii) a combination of subsections (c)(i) and (c)(ii).
(d) By accepting this Award, the Award Recipient agrees that timely payment to the Company as set forth in this Section 7 is reasonable and necessary, and that timely payment to the Company as set forth in this Section 7 is not a penalty, and it does not preclude the Company from seeking all other remedies that may be available to the Company. The Award Recipient further acknowledges and agrees that the Award Recipient’s Performance Share Units shall be cancelled and forfeited without payment by the Company if the Committee reasonably determines that the Award Recipient has engaged in the conduct specified under subsection (a).
(e) Notwithstanding any other provisions in this Agreement, if this Award becomes subject to recovery under any law, government regulation, stock exchange listing requirement, and/or Company policy, this Award shall be subject to such deductions, recoupment and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement and/or Company policy.
Clawback (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
Clawbacks The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
Recoupment DHA shall have the authority to suspend claims processing or seek recoupment of claims previously paid as specified under the provisions of the Federal Claims Collection Act (31 USC 3701 et seq.), the Federal Medical Care Recovery Act (42 USC 2651-2653), and 32 CFR 199.14. ARTICLE 14
Set-off and Recoupment The cash, investment property, security, instrument or other financial assets credited to a Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or other right in favor of a Person other than the Secured Party. However, the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.
Compensation Adjustments Any compensation agreed to hereunder may be adjusted from time to time by mutual agreement by attaching revised Schedules A or B to this Agreement.
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 Policy The Stock Units are subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Stock Units or any shares of Common Stock or other cash or property received with respect to the Stock Units (including any value received from a disposition of the shares acquired upon payment of the Stock Units).
Clawback Provisions Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other 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).
Inflation Adjustment Partner acknowledges and agrees that for each successive year after the first school year of Services and Software, eLuma may determine at its discretion to raise all Fees each year at the most recent annual rate of inflation, rounded to the nearest half dollar ($0.50) as defined here, or any other U.S. Government URL outlining such increases: xxxx://xxxx.xxx.xxx/timeseries/CUUR0000SAM?output_view=pct_12mths
