Clawback and Recovery. All Severance Benefits provided under this Agreement will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of common stock of the Company or other cash or property upon the occurrence of a termination of employment for Cause.
Clawback and Recovery. In the event that Employee breaches any of the Restrictive Covenants in Sections 10(a) – (e), in addition to its remedies under Section 10(g), the Company, in its sole discretion, may take one or more of the following actions with respect to this Option (and shall, in any event, take all action required by applicable law):
Clawback and Recovery. Participant agrees that a breach of any of the Restrictive Covenants set forth in this Section 14 would cause material and irreparable harm to the Company. Accordingly, Participant agrees that if the Committee, in its sole discretion, determines that Participant has violated any of the Restrictive Covenants contained in this Section 14, either during employment with the Company or after such employment terminates for any reason, the following rules shall apply:
(i) The Committee may (A) terminate such Participant’s participation in the Plan and/or (B) send a “Recapture Notice” that will (1) cancel all or a portion of this or any outstanding Performance Share Units, (2) require the return of any shares of Stock received upon settlement of this or any prior Performance Share Units and/or (3) require the reimbursement to the Company of any net proceeds received from the sale of any shares of Stock acquired as a result of such settlement.
(ii) Under this Section 14, the obligation to return shares of Stock received and/or to reimburse the Company for any net proceeds received pursuant to a Recapture Notice, shall be limited to shares and/or proceeds received by Participant within the period that is one year prior to and one year following Participant’s termination of employment.
(iii) The Committee has sole and absolute discretion to take action or not to take action pursuant to this Section 14 upon determination of a breach of a Restrictive Covenant, and its decision not to take action in any particular instance shall not in any way limit its authority to send a Recapture Notice in any other instance.
(iv) Any action taken by the Committee pursuant to this Section 14(e) is without prejudice to any other action the Committee may choose to take upon determination that Participant has violated a Restrictive Covenant contained herein.
(v) This subsection 14(e) will cease to apply upon a Change in Control.
Clawback and Recovery. In the event that Employee breaches any of the Restrictive Covenants in Sections 5(a) – (e), in addition to its Remedies under Section 5(g), the Company, in its sole discretion, may take one or more of the following actions with respect to Employee’s Award (and shall, in any event, take all action required by applicable law):
Clawback and Recovery. Any and all Severance Benefits and Accelerated Vesting provided under this Agreement will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of common stock of the Company or other cash or property upon the occurrence of a termination of employment for Cause. Xxxxxx Xxxx October 20, 2021
Clawback and Recovery. All compensation provided to the Employee will be subject to recoupment in accordance with the Company’s clawback policies, to the extent provided therein.
Clawback and Recovery. Any and all Severance Benefits and Accelerated Vesting provided under this Agreement will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of coupon stock of the Company (but not including shares acquired as a result of the Previously Vested Options) or other cash or property upon the occurrence of a termination of employment for Cause.
Clawback and Recovery. (1) In the event that Employee breaches any of the Restrictive Covenants in Sections 5(a)-(e), in addition to its Remedies under Section 5(g), the Company, in its sole discretion, may take one or more of the following actions with respect to Employee’s Award (and shall, in any event, take all action required by applicable law):
(A) cause the immediate forfeiture of the then unvested portion of Employee’s Award,
(B) require Employee to immediately return to the Company any shares issued under the Award that, in each case, are still under Employee’s control; and
(C) require Employee promptly to pay to the Company an amount equal to the Fair Market Value of all shares included in Employee’s Award that are no longer under Employee’s control (as measured on the vesting date of any such shares).
(2) The Committee shall have sole discretion to determine what constitutes the conduct described in Sections 5(a)‑(e) above.
(3) In addition to the Company’s rights set forth above, Employee agrees that the Award, and the value of any portion of that Award no longer under his or her 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 Sarbanes‑Oxley Act of 2002 and the Xxxx‑Xxxxx Xxxx Xxxxxx Reform and Consumer Protection Act.
Clawback and Recovery. Any and all Severance Benefits or the Change of Control Payment provided under this Agreement will be subject to recoupment in accordance with any clawback policy that the Company has adopted or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the U.S. Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law or rule or regulation thereunder. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired ordinary shares, including ordinary shares underlying American Depositary Shares, of the Company or other cash or property upon the occurrence of a termination of employment for Cause.
Clawback and Recovery. Any and all Severance Benefits or the Change of Control Payment provided under this Agreement will be subject to recoupment in accordance with any clawback policy that the Company has adopted or is required to adopt pursuant to any applicable listing standards of any national securities exchange or association on which the Company’s securities are listed (including the Australian Securities Exchange) or as is otherwise required by applicable law or regulation, including the U.S. Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law or rule or regulation thereunder.
