Common use of Compensation Recovery Clause in Contracts

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates after the Effective Date, the Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Company makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company after the Effective Date.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Controlling Company is required to materially restate its financial results due to the Controlling Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Controlling Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Controlling Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates after the Effective Date, the Controlling Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Controlling Company makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company after the Effective Date.

Compensation Recovery. Notwithstanding anything in The Grantee’s rights with respect to this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the contraryAward) will be subject to reduction, in the event that the Company is required to materially restate its financial results due to cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s material noncompliance with any financial reporting requirement under Federal securities lawsRecoupment Policy, excluding a 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 as may be adopted amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by the Securities and Exchange Commission and are or become applicable to the CompanyApplicable Law, the Committee may, in its discretion or as may be necessary to comply with applicable lawApplicable Laws, require rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Executive Grantee might be required to repay to the Company an part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount equal to all or in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any portion of any incentive compensation reason (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Company is required to prepare an accounting without limitation by reason of a financial restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paidmistake in calculations or administrative error), issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective all as of the date specified determined by the Committee. Any repayment obligation , then the Grantee shall be satisfied in cash or in required to promptly repay any such other form of consideration, such as shares of stock of excess amount to the Company, permitted by applicable law and acceptable to . No recovery of compensation under the Committee, and the Committee may provide for an offset to any future payments owed by the Company Recoupment Policy or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable lawApplicable Laws, any applicable rules regulations or stock exchange listing requirements, and/or standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any compensation recovery or clawback policy adopted by agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of its affiliates after the Effective DateCompany or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company may unilaterally amend this Section 9.8 and such amendment shall be binding to issue instructions, on the Executive; providedGrantee's behalf, however, regardless of whether the Company makes such a unilateral amendment, the Executive shall be bound by to any compensation recovery brokerage firm or clawback policy adopted stock plan service provider engaged by the Company after to hold any shares of Common Stock or other amounts acquired pursuant to the Effective DateAward to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three (3) years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates after the Effective Date, the Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Company makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company after the Effective Date.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee Company may, in its discretion or as necessary to comply with applicable law, require the Executive Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive Employee pursuant to any incentive compensation program within with the three two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive Employee under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of considerationCompany; provided, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee Company shall not permit any such offset and may require immediate repayment by the ExecutiveEmployee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates after the Effective DateCompany, the Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the ExecutiveEmployee; provided, however, that regardless of whether the Company makes such a unilateral amendment, the Executive Employee shall be bound by any compensation recovery or clawback policy adopted by the Company whether adopted before or after the Effective Datedate of this Agreement.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee Company may, in its discretion or as necessary to comply with applicable law, require the Executive Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive Employee pursuant to any incentive compensation program within with the three two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive Employee under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of considerationCompany; provided, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee Company shall not permit any such offset and may require immediate repayment by the ExecutiveEmployee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback claw back policy adopted by the Company or any of its affiliates after the Effective DateCompany, the Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the ExecutiveEmployee; provided, however, regardless of whether the Company makes such a unilateral amendment, the Executive Employee shall be bound by any compensation recovery or clawback claw back policy adopted by the Company whether adopted before or after the Effective Datedate of this Agreement.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee Company may, in its discretion or as necessary to comply with applicable law, require the Executive Employee to repay the Company or the Bank an amount by offset to any payment made pursuant to this Agreement which is equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive Employee pursuant to any incentive compensation program within with the three two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive Employee under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of considerationCompany; provided, such as shares of stock of the Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Company or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Committee Company shall not permit any such offset and may require immediate repayment by the ExecutiveEmployee. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback claw back policy adopted by the Company or any of its affiliates after the Effective DateBank, the Company Employer may unilaterally amend this Section 9.8 21 and such amendment shall be binding on the ExecutiveEmployee; provided, however, regardless of whether the Company Employer makes such a unilateral amendment, the Executive Employee shall be bound by any compensation recovery or clawback policy adopted by the Company or the Bank, whether adopted before or after the Effective Datedate of this Agreement.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company CAI is required to materially restate its financial results due to the CompanyCAI’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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 CompanyCAI, the Compensation Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Company pay CAI an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three two years preceding the date on which the Company CAI is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Compensation Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the CompanyCAI, permitted by applicable law and acceptable to the Compensation Committee, and the Compensation Committee may provide for an offset to any future payments owed by the Company CAI or its affiliates to the Executive if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Compensation Committee shall not permit any such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates CAI after the Effective Date, the Company CAI may unilaterally amend this Section 9.8 12(n) and such amendment shall be binding on the Executive; provided, however, regardless of whether the Company CAI makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company CAI after the Effective Date.

Compensation Recovery. Notwithstanding anything in The Grantee’s rights with respect to this RSU Agreement and the RSUs Awarded (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the contraryRSUs Awarded) will be subject to reduction, in the event that the Company is required to materially restate its financial results due to cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s material noncompliance with any financial reporting requirement under Federal securities lawsRecoupment Policy, excluding a 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 as may be adopted amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by the Securities and Exchange Commission and are or become applicable to the CompanyApplicable Law, the Committee may, in its discretion or as may be necessary to comply with applicable lawApplicable Laws, require rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Executive Grantee might be required to repay to the Company an part or all of the shares of Common Stock (if any) that the Grantee receives under this RSU Agreement and to forfeit some or all of the RSUs Awarded at no cost to the Company. Further, if the Grantee receives any amount equal to all or in excess of the amount the Grantee should have received under the terms of this RSU Agreement for any portion of any incentive compensation reason (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three years preceding the date on which the Company is required to prepare an accounting without limitation by reason of a financial restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paidmistake in calculations or administrative error), issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective all as of the date specified determined by the Committee. Any repayment obligation , then the Grantee shall be satisfied in cash or in required to promptly repay any such other form of consideration, such as shares of stock of excess amount to the Company, permitted by applicable law and acceptable to . No recovery of compensation under the Committee, and the Committee may provide for an offset to any future payments owed by the Company Recoupment Policy or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable lawApplicable Laws, any applicable rules regulations or stock exchange listing requirements, and/or standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any compensation recovery or clawback policy adopted by agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of its affiliates after the Effective DateCompany or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company may unilaterally amend this Section 9.8 and such amendment shall be binding to issue instructions, on the Executive; providedGrantee's behalf, however, regardless of whether the Company makes such a unilateral amendment, the Executive shall be bound by to any compensation recovery brokerage firm or clawback policy adopted stock plan service provider engaged by the Company after to hold any shares of Common Stock or other amounts acquired pursuant to the Effective Date.RSUs Awarded to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy..

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company is required to materially restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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, the Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three two years preceding the date on which the Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Controlling Company or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Controlling Company or any of its affiliates after the Effective Date, the Company may unilaterally amend this Section 9.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Company makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company after the Effective Date.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Company CAI is required to materially restate its financial results due to the CompanyCAI’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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 CompanyCAI, the Compensation Committee may, in its discretion or as necessary to comply with applicable law, require the Executive Feehan to repay the Company pay CAI an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive Feehan pursuant to any incentive compensation program within the three two years preceding the date on which the Company CAI is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive Feehan under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Compensation Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the CompanyCAI, permitted by applicable law and acceptable to the Compensation Committee, and the Compensation Committee may provide for an offset to any future payments owed by the Company or its affiliates Cash America to the Executive Feehan if necessary to satisfy the repayment obligation; provided however, that if any such offset is prohibited under applicable law, the Compensation Committee shall not permit any such offset and may require immediate repayment by the ExecutiveFeehan. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Company or any of its affiliates CAI after the Effective Execution Date, the Company CAI may unilaterally amend this Section 9.8 11(m) and such amendment shall be binding on the ExecutiveFeehan; provided, however, regardless of whether the Company CAI makes such a unilateral amendment, the Executive Feehan shall be bound by any compensation recovery or clawback policy adopted by the Company CAI after the Effective Execution Date.

Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, in the event that the Controlling Company is required to materially restate its financial results due to the Controlling Company’s material noncompliance with any financial reporting requirement under Federal securities laws, excluding a 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 Controlling Company, the Committee may, in its discretion or as necessary to comply with applicable law, require the Executive to repay the Controlling Company an amount equal to all or any portion of any incentive compensation (including stock and stock-based awards) that has been paid, issued or granted to the Executive pursuant to any incentive compensation program within the three two years preceding the date on which the Controlling Company is required to prepare an accounting restatement, to the extent that such amount was based on the erroneous data and exceeded the amount that would have been paid, issued or granted to the Executive under the accounting restatement. Such cancellation or repayment obligation shall be effective as of the date specified by the Committee. Any repayment obligation shall be satisfied in cash or in such other form of consideration, such as shares of stock of the Controlling Company, permitted by applicable law and acceptable to the Committee, and the Committee may provide for an offset to any future payments owed by the Controlling Company or its affiliates to the Executive 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 such offset and may require immediate repayment by the Executive. Notwithstanding the foregoing, to the extent required to comply with applicable law, any applicable stock exchange listing requirements, and/or any compensation recovery or clawback policy adopted by the Controlling Company or any of its affiliates after the Effective Date, the Controlling Company may unilaterally amend this Section 9.8 8.8 and such amendment shall be binding on the Executive; provided, however, regardless of whether the Controlling Company makes such a unilateral amendment, the Executive shall be bound by any compensation recovery or clawback policy adopted by the Company after the Effective Date.