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.
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.
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(i). The provisions of this Section 3.2(i) 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 (the “SEC”) or The Nasdaq Stock Market LLC (or any other stock exchange on which the Company’s common stock may be listed from time to time) implementing the clawback or recoupment requirements of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010.
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.
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...
