Common use of Clawback Provision Clause in Contracts

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contraryPlan, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) 4 of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) 4 of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contrary, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in As a condition of receiving the Plan Restricted Stock, the Employee acknowledges and agrees that the Employee’s rights, payments and benefits with respect to the contraryRestricted Stock shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, in any applicable listing standard of any national securities exchange or system on which the event that Common Stock is then listed or reported or the Company is required to materially restate its financial results, excluding a material restatement terms of such financial results due solely to a change in generally accepted accounting principles in the United States Company’s Incentive Compensation Clawback Policy or such other accounting principles that similar policy as may be adopted from time to time by the Securities and Exchange Commission and are Board or become applicable to the CompanyCommittee, at any time before which could in certain circumstances require repayment or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part forfeiture of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Restricted Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy Restricted Stock. Except where offset of, or recoupment from, incentive compensation covered by Code Section 409A (as defined in the repayment obligation; provided, however, that if any such offset Plan) is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required allowed by law and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to comply be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with applicable law and/or any Clawback Policy adopted Code Section 409A. The Employee may reject this Restricted Stock Agreement on the internet hosting website designated by the Company after for the date of Plan during the thirty (30) days following the Grant Date, in which case this Agreement, the Company may unilaterally amend this Section 9, and any such amendment Restricted Stock Agreement shall be made by providing notice of such amendment to Employee, cancelled and such amendment shall be binding on Employee; provided, regardless of whether forfeited ab initio. If the Company makes such a unilateral amendment to Employee does not reject this Section 9 or provides such notice to EmployeeRestricted Stock Agreement within those thirty (30) days, this section Restricted Stock Agreement shall be deemed consistent with any Clawback Policy adopted accepted by the Company after the date of this Agreement and Employee shall be bound therebyEmployee.

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. [**Confidential Treatment Requested] indicates that portions of this document have been omitted and have been separately filed with the Securities and Exchange Commission. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or any Clawback Policy adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Employee acknowledges and agrees that the Employee’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Employee has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Employee fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made by providing notice of such amendment cancelled and forfeited ab initio. ACKNOWLEDGED AND ACCEPTED _______________________ [______________] EMPLOYEE CHICO’S FAS, INC. By: [Xxxxxx X. Xxxxxx] [Chief Executive Officer and President] Exhibit 10.65 Exhibit 1 to EmployeePerformance Award Agreement Grant Date: <<date>> Vesting Date: <<date>> Payment Date: <<date>> Target PSU: <<#>> Units Performance Period: <<date>> through <<date>> Minimum Performance Requirement: In order to be eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve <<#>> quarters of positive comparable sales growth (at the Company after level)* during the date Performance Period. Performance Goals and Payouts: Performance Level Highest Stock Price Achieved** Payout as Percentage of this Agreement and Employee shall be bound thereby.Target*** Threshold Performance Goal <<$>> <<%>> Target Performance Goal <<$>> <<%>> Maximum Performance Goal <<$>> or higher <<%>>

Clawback Provision. Notwithstanding anything in the Plan to the contrary, in the event that the Company is required to materially restate its financial results, excluding As a material restatement condition of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel receiving the Performance Award, in whole or in partthe Employee acknowledges and agrees that the Employee’s rights, whether or not vested (so long as payments and benefits with respect to the PSUs and the shares of Common Stock have not yet been issued underlying the PSUs shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Common Stock is then listed or reported or the terms of the Company’s Incentive Compensation Clawback Policy or similar policy as may be adopted from time to time by the Board of Directors or the Committee, which could in accordance with Section 4(a)(ii) certain circumstances require repayment or Section 4(b)(ii) forfeiture of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all PSUs or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or other cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates property received with respect to the Employee if necessary to satisfy the repayment obligation; providedPSUs. Except where offset of, howeveror recoupment from, that if any such offset incentive compensation covered by Code Section 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Employee agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Employee by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner which complies with Code Section 409A. To evidence its grant of the Performance Award and the terms, conditions and restrictions thereof, the Company has signed this Performance Award Agreement as of the Grant Date. This Performance Award Agreement shall not become legally binding unless the Employee has accepted this Performance Award Agreement within thirty (30) days after the date of Grant Date by signing below. If the Employee fails to timely accept this Performance Award Agreement, the Company may unilaterally amend this Section 9, and any such amendment grant of the Performance Award shall be made cancelled and forfeited ab initio. 2020 Special SVP/VP PSU ACKNOWLEDGED AND ACCEPTED _______________________EMPLOYEE CHICO’S FAS, INC. By: [Xxxxx Xxxxxxxxxxx] [Chief Executive Officer and President] Exhibit 1 to Performance Award Agreement 2020 Special SVP/VP PSU Grant Date: <<date>> Vesting Date: <<date>> Payment Date: <<date>> through <<date>> (Specific payment date(s) within this period to be determined by providing notice of such amendment the Company.) Performance Period: <<date>> through <<date>> Minimum Performance Requirement: In order to Employeebe eligible to vest in any PSUs, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by must achieve <<#>> quarters of positive comparable sales growth (at the Company after level)* during the date Performance Period. Performance Goals and Payouts: Performance Level Highest Stock Price Achieved** Payout as Percentage of this Agreement and Employee shall be bound thereby.Target*** Threshold Performance Goal <<$>> <<%>> Target Performance Goal <<$>> <<%>> Maximum Performance Goal <<$>> or higher <<%>>

Clawback Provision. Notwithstanding anything in Pursuant to Section 14(m) of the Plan to the contraryPlan, in the event that the Company is required to materially restate its financial resultsresults due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States or such other accounting principles that may be adopted by the Securities and Exchange Commission and are or become applicable to the Company, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employee, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoing, to the extent required to comply with applicable law and/or law, any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement, the Company may unilaterally amend this Section 9, and any such amendment shall be made by providing notice of such amendment to Employee, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy and/or amendment to the Plan adopted by the Company after the date of this Agreement and Employee shall be bound thereby.

Clawback Provision. Notwithstanding anything in As a condition of receiving the Plan Award, the Participant acknowledges and agrees that the Participant's rights, payments and benefits with respect to the contraryAward Shares shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, in any applicable listing standard of any national securities exchange or system on which the event that Stock is then listed or reported or the Company is required to materially restate its financial resultsterms of any recoupment, excluding a material restatement of such financial results due solely to a change in generally accepted accounting principles in the United States clawback or such other accounting principles that similar policy as may be adopted from time to time by the Securities and Exchange Commission and are Board or become applicable the Committee, which could in certain circumstances require repayment or forfeiture of the Award Shares or any shares of Stock or other cash or property received with respect to the CompanyAward Shares. Except where offset of, at any time before or within two years following the Performance Award Vesting Date as a result of fraud or intentional misconduct on the part of the Employeerecoupment from, the Committee may, in its discretion, (a) cancel the Performance Award, in whole or in part, whether or not vested (so long as shares of Common Stock have not yet been issued in accordance with incentive compensation covered by Code Section 4(a)(ii) or Section 4(b)(ii) of this Agreement) and/or (b) require the Employee to repay to the Company an amount equal to all or any portion of the value of any or all of the shares that have been issued in accordance with Section 4(a)(ii) of this Agreement valued as of the Performance Award Vesting Date. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation may be satisfied in shares of Common Stock or cash or a combination thereof (based on the Fair Market Value of the shares of Common Stock on the date of repayment) and the Committee may provide for an offset to any future payments owed by the Company or any of its subsidiaries or affiliates to the Employee if necessary to satisfy the repayment obligation; provided, however, that if any such offset 409A is prohibited under applicable law, the Committee shall not permit any offsets and may require immediate repayment by the Employee. Notwithstanding the foregoingCode Section 409A, to the extent required to comply with applicable allowed by law and/or any Clawback Policy adopted and as determined by the Committee, the Participant agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Participant by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner that complies with Code Section 409A. To evidence its grant of the Award and the terms, conditions and restrictions thereof, the Company has signed this Agreement as of the Award Date. This Agreement shall not become legally binding unless the Participant has signed this Agreement no later than the thirtieth (30th) day after the Award Date (or such later date as the Chairman of the Committee may accept). If the Participant fails to timely sign this Agreement, the Company may unilaterally amend this Section 9, and any such amendment Award shall be made by providing notice cancelled and forfeited ab initio. OLD POINT FINANCIAL CORPORATION PARTICIPANT /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx. Xxxxxxx X. Xxxxxx Chairman of such amendment to Employeethe Board President & Chief Executive Officer July 11, and such amendment shall be binding on Employee; provided, regardless of whether the Company makes such a unilateral amendment to this Section 9 or provides such notice to Employee, this section shall be deemed consistent with any Clawback Policy adopted by the Company after the date of this Agreement and Employee shall be bound thereby.2017