Compensation Clawback Policy Sample Clauses

Compensation Clawback Policy. As a highly regulated, global alternative asset management firm, the Company has had a long-standing commitment to ensure that its partners, officers and employees adhere to the highest professional and personal standards. In the case of fraud, misconduct or malfeasance by any of its partners, officers or employees, including, without limitation any fraud, misconduct or malfeasance that leads to a restatement of the Company's financial results, or as required by law, the Compensation Committee would consider and likely pursue a disgorgement of prior compensation, where appropriate based on the facts and circumstances. The Compensation Committee will adopt and amend clawback policies as it determines to be appropriate, including, without limitation, to comply with the final implementing rules regarding compensation clawbacks mandated by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any other applicable law. The Compensation Committee may extend and apply such clawback provisions to similarly situated levels of partners that may not be required to be covered by applicable law as it determines to be necessary or appropriate in its discretion. Notwithstanding anything to the contrary herein, the Limited Partner hereby consents to comply with all of the terms and conditions of any such compensation clawback policy adopted by the Compensation Committee which may apply to the Limited Partner and other similarly situated partners on or after the date hereof, and also agrees to perform all further acts and execute, acknowledge and deliver any documents and to take any further action requested by the Company to give effect to the foregoing. No clawback policy shall directly expand the restrictive covenants set forth herein, except as required by law or as recommended as best practices by proxy advisory firm compensation or corporate governance guidelines.
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Compensation Clawback Policy. Executive acknowledges and agrees that The Xxxx Disney Company Clawback Policy (the “Policy”), which sets forth terms for the potential recovery of certain incentive compensation in the event of an Accounting Restatement (as defined in the Policy), shall apply to Executive during the term of this Agreement and following the expiration or sooner termination of this Agreement, and that Executive has executed an acknowledgement of the Policy. In addition, Paragraph 8(a) is hereby amended and restated in its entirety as follows, effective as of October 20, 2023: Paragraphs 3(e) (relating to Company’s compensation clawback policy), 5 (relating to early termination of the Employment Period) 6, and 7 (relating to nondisclosure and nonsolicitation of employees) shall survive the termination hereof, whether such termination shall be by expiration of the Employment Period in accordance with Paragraph 1 or an early termination of the Employment Period pursuant to Paragraph 5 hereof. This also shall confirm that the General Release attached to the Agreement as Exhibit C shall be deleted and replaced in its entirety with the new release attached hereto and, as amended, incorporated into the Agreement by reference herein. As amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. If the foregoing accurately reflects your understanding of our mutual agreement, please so indicate in the space provided below and return an executed copy hereof to us at your earliest convenience. Very truly yours, THE XXXX DISNEY COMPANY By: /s/ Xxxxxx Xxxxxxx Title: Authorized Signatory Date: December 13, 2023 ACCEPTED AND AGREED TO: /s/ Xxxxx Xxxxxxx Xxxxx X. Xxxxxxx Date: December 13, 2023 EXHIBIT C GENERAL RELEASE WHEREAS, Xxxxx X. Xxxxxxx (hereinafter referred to as "Executive") and The Xxxx Disney Company (hereinafter referred to as the “Company") are parties to an Employment Agreement, dated as of April 8, 2023 (the “Employment Agreement”), which provided for Executive’s employment with the Company on the terms and conditions specified therein; and
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Compensation Clawback Policy. As a highly regulated, global alternative asset management firm, Och-Ziff has had a long-standing commitment to ensure that its partners, officers and employees adhere to the highest professional and personal standards. Och-Ziff has long held that under current law fraud, misconduct and malfeasance by any of its partners, officers and employees that leads to a restatement of Och-Ziff's financial results or other fraud or malfeasance committed by the Limited Partner could subject such individuals to a disgorgement of prior compensation and, in light of the highly regulated nature of Och-Ziff's business, that the Compensation Committee would likely pursue such remedy, among others, where appropriate based on the facts and circumstances surrounding the restatement and existing laws. The Compensation Committee will amend its clawback policy, as needed, to the extent that the United States Securities and Exchange Commission adopts the final implementing rules regarding compensation clawbacks mandated by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010.
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Compensation Clawback Policy. 1. As to any performance-based cash bonus plans adopted and/or performance-based equity incentives awarded by Xxxx after the Effective Date of the Settlement, such plans or awards will provide that if the Company is required to restate its consolidated financial statements after performance-based equity incentives have been earned or performance-based bonuses have been paid, then the Company will clawback the amount of equity incentives earned by, and/or bonuses paid to, the Company’s then current executive officers that would not have been earned or paid, as applicable, had such financial statements been correctly stated at the time the Company originally determined the extent to which they had been earned; provided, however, that the Company will not be required to pursue such recovery if, after the Company’s Compensation Committee has determined that a reasonable effort to clawback such excess incentive-based compensation has been made, the Company’s Compensation Committee then concludes that any such recovery would be impracticable to pursue because the expense of seeking such recovery would exceed the recoverable amounts or the Company’s recovery efforts are not likely to be successful.
Sample 1
Compensation Clawback Policy. The Board shall adopt the following policy regarding the “clawback” of compensation to an Executive Officer (defined below): The Compensation Committee of the Board (the “Compensation Committee”) may in its discretion and to the extent legally permitted, require the return, repayment or forfeiture of any annual or long-term incentive payment or award made or granted to any current or former Executive Officer during the 12-month period following the filing with the Securities and Exchange Commission (“SEC”) of Company financial statements that are later the subject of a material negative restatement (a “Restatement”), if: i the payment or award was predicated upon achieving certain financial results that were subsequently the subject of the Restatement;
Sample 1
Compensation Clawback Policy. As a highly regulated, global alternative asset management firm, the Company has had a long-standing commitment to ensure that its partners, officers and employees adhere to the highest professional and personal standards. In the case of fraud, misconduct or malfeasance by any of its partners, officers or employees, including, without limitation any fraud, misconduct or malfeasance that leads to a restatement of the Company’s financial results, or as required by law, the Compensation Committee would consider and likely pursue a disgorgement of prior compensation, where appropriate based on the facts and circumstances. The Compensation Committee will adopt and amend clawback policies, as it determines to be appropriate, including, without limitation, to comply with the final implementing rules regarding compensation clawbacks mandated by the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and any other applicable law. The Compensation Committee may extend and apply such clawback provisions to similarly situated levels of employees that may not be required to be covered by applicable law as it determines to be necessary or appropriate in its discretion. The Executive hereby consents to comply with all of the terms and conditions of any such compensation clawback policy adopted by the Compensation Committee which may apply to the Executive and other similarly situated employees on or after the date hereof, and also agrees to perform all further acts and execute, acknowledge and deliver any documents and to take any further action requested by the Company to give effect to the foregoing.
Sample 1
Compensation Clawback Policy. This Award shall be subject to the terms of the Company’s compensation Clawback Policy, as may be amended from time to time, and any laws, rules or regulations that require the Company to recoup or recover past compensation from Grantee as a result of a restatement by the Company.
Sample 1
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Related to Compensation Clawback Policy

  • 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 Policies The Executive is subject to any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation, which is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover incentive-based compensation (including stock options awarded as compensation) awarded or received during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under federal securities laws. The Executive agrees to amend any awards and agreements entered into on or after the date of this Agreement as the Company may request to reasonably implement to policies.

  • Compensation Recoupment Policy This Award shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to you and to Awards of this type.

  • Compensation Plans Following any termination of the Executive's employment, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due.

  • Compensation Recovery Policy Executive acknowledges and agrees that, to the extent the Company adopts any claw-back or similar policy pursuant to the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or otherwise, and any rules and regulations promulgated thereunder, he or she shall take all action necessary or appropriate to comply with such policy (including, without limitation, entering into any further agreements, amendments or policies necessary or appropriate to implement and/or enforce such policy with respect to past, present and future compensation, as appropriate).

  • 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 Rights The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”) shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“Restatements”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Dxxx-Xxxxx Act”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dxxx-Xxxxx Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dxxx-Xxxxx Act and such rules and regulations as hereafter may be adopted and in effect.

  • Incentive Compensation Plans The occurrence of any of the following: (i) a material reduction by the Corporation in the Executive’s (A) annual incentive compensation target or maximum opportunity, or (B) long-term incentive compensation target or maximum opportunity (measured based on grant date fair value of any equity-based awards), in each case, as in effect immediately prior to the Change in Control, or (ii) a change in the performance conditions, vesting, or other material terms and conditions applicable to annual and/or long-term incentive compensation awards granted to Executive after the Change in Control which would have the effect of materially reducing the Executive’s aggregate potential incentive compensation from the level in effect immediately prior to the Change in Control; or

  • 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).

  • Compensation Benefits In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

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