Common use of Compensation Recoupment Policy Clause in Contracts

Compensation Recoupment Policy. Any cash incentive bonus awarded to Executive by the Company shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to Executive. In addition, the Compensation Committee may specify in any written documentation memorializing a cash incentive bonus award that Executive’s rights, payments and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, (i) termination of employment for Cause, (ii) violation of material Company policies, (iii) breach of noncompetition, confidentiality or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliate, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including, but not limited to, the Company’s mandatory recoupment policy as required by the listing rules of The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not limited to Employer’s mandatory recoupment policy as required by The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not limited to Employer’s mandatory recoupment policy as required by The New York Stock Exchange. In ln addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetitionnoncom petition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not LEGAL02/43757576v4 limited to Employer’s mandatory recoupment policy as required by The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (iiCause,(ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (ivcovenants,(iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not limited to the Company’s mandatory recoupment policy as required by the listing rules of The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not limited to Employer’s mandatory recoupment policy as required by The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality LEGAL02/43756821v3 confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including but not limited to the Company’s mandatory recoupment policy as required by The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that LEGAL02/43780275v2 the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.

Compensation Recoupment Policy. Any cash incentive bonus compensation, including, but not limited to, cash-based and equity-based compensation, awarded to Executive by the Company Employer shall be subject to any written compensation recoupment policy that the Company Compensation Committee may adopt from time to time that is applicable by its terms to Executive, including, but not limited to, the Company’s mandatory recoupment policy as required by the listing rules of The New York Stock Exchange. In addition, the Compensation Committee may specify in any written documentation memorializing a cash an incentive bonus award that Executive’s rightslights, payments payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable conditions of such award. Such events may include, but shall not be limited to, : (i) termination Termination of employment for Cause, (ii) violation of material Company or Bank policies, (iii) breach of noncompetition, confidentiality confidentiality, or other restrictive covenants, (iv) other conduct by Executive that is detrimental to the business or reputation of the Company or any affiliateEmployer, or (v) a later determination that the amount realized from a performance-based award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not Executive caused or contributed to such material inaccuracy. The reduction, cancellation, forfeiture forfeiture, and recoupment rights lights associated with any equity awards or similar awards granted to Executive, if any, shall be as provided in the award certificate memorializing any such award.. LEGAL02/43756981v3