Clawback/Recoupment Policy. Notwithstanding any provisions in this Agreement to the contrary, this Restricted Stock Agreement, any shares of the Restricted Stock subject to this Restricted Stock Agreement including without limitation, shares of Restricted Stock that have vested and with respect to which the restrictions imposed thereon have lapsed and/or any income realized upon the Participant’s disposition of such shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.
Clawback/Recoupment Policy. Executive agrees that Executive will be subject to any compensation clawback or recoupment policies of the Company as approved by the Board or a duly authorized committee thereof that are generally applicable to the Company’s senior management, as may be in effect from time to time, or as required by applicable law. This Section 17 shall survive the termination of this Agreement for a period of three (3) years.
Clawback/Recoupment Policy. By signing this Agreement, the Participant grants the Employer a power of attorney to deduct from any payments due to the Participant by the Employer, any amounts owed by him under Section 21(e) of the Plan, in accordance with applicable law.
Clawback/Recoupment Policy. Notwithstanding any provisions in this Agreement to the contrary, the Incentive Option, any Shares acquired pursuant to the exercise of the Incentive Option and/or any income realized upon the Optionee’s disposition of such Shares shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.
Clawback/Recoupment Policy. If Employee’s employment with the Company is terminated by the Company for Cause or by Employee without Good Reason, notwithstanding anything contained herein to the contrary, in the event of Employee’s breach of Section 8 or the Board’s good faith determination that Employee intentionally had failed to disclose, or cause the disclosure of, material liabilities of the Company or any of its Affiliated Companies in connection with the transactions contemplated by the Merger Agreement, Parent and the Company shall have the right to clawback, and require Employee to repay, any portion of the Stay/Client Retention Bonus and Stay/Client Retention RSUs paid or settled within the prior twelve (12) months or thereafter.
Clawback/Recoupment Policy. Notwithstanding any other provision of this Agreement to the contrary, Participant acknowledges and agrees that all Shares acquired pursuant to the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy of the Company currently in effect or as may be adopted by the Company and, in each case, as may be amended from time to time. No such policy adoption or amendment shall require Participant's prior consent. For purposes of the foregoing, Participant expressly and explicitly authorizes the Company to issue instructions, on Participant's behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant's Shares, and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company.
Clawback/Recoupment Policy. The Executive agrees and acknowledges that incentive amounts and awards (as used within the meaning of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act) payable pursuant to this Agreement or any bonus or incentive plan are subject to forfeiture and recoupment and may be cancelled without payment, and/or a demand for repayment of any previously paid amounts may be made upon the Executive in accordance with the Company’s forfeiture and recoupment policies with regard to financial statements as are required by law to be adopted and in effect from time to time. This provision shall survive termination of the Executive’s employment. The forfeiture provisions in this Section 3.8 are in addition to any forfeiture provisions contained elsewhere in this Agreement. Following a Change of Control, with respect to awards made prior to the Change of Control, the Executive shall only be subject to forfeiture or recoupment provisions that are required by law and which shall not be any broader than what is required by law or as provided in this Agreement.
Clawback/Recoupment Policy. Notwithstanding any provisions in this Award Agreement to the contrary, the SARs and/or any income realized upon Participant's exercise of the SARs shall be subject to potential cancellation, rescission, clawback and recoupment (i) to the extent necessary to comply with the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder, and/or (ii) as may be required in accordance with the terms of any clawback/recoupment policy as may be adopted by the Company to comply with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any regulations or listing requirements promulgated thereunder.
Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, all Awards granted under the Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time. No such policy adoption or amendment shall in any event require the prior consent of any Participant. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment provisions shall govern such Award, subject to applicable law.
Clawback/Recoupment Policy. Notwithstanding anything contained herein to the contrary, the Restricted Stock Award and Restricted Shares shall be and remain subject to any incentive compensation clawback, forfeiture or recoupment or similar policy currently in effect or as may be adopted by the Board or Committee and, in each case, as may be amended from time to time. Further, if in the opinion of the independent directors of the Board, the Company’s financial results are restated or materially misstated due in whole or in part to intentional fraud or misconduct by one or more of the Company’s executive officers, the Company’s independent directors may, based upon the facts and circumstances surrounding the restatement, direct that the Company recover all or a portion of the Restricted Shares granted pursuant to this Agreement and may also seek to recoup any gains realized with respect to such Restricted Shares.
