Description of Executive Financial Recoupment Program Sample Clauses

Description of Executive Financial Recoupment Program. To the extent not already accomplished, within 150 days after the Effective Date of the CIA, J&J and the J&J Pharmaceutical Affiliates shall establish policies and procedures (and modify employment and other contracts as necessary) to provide that annual incentive compensation for each Covered Executive is at risk of forfeiture in the event of misconduct that is discovered by J&J or the J&J Pharmaceutical Affiliates before the bonus is paid. In the event of misconduct by any J&J or J&J Pharmaceutical Affiliate Covered Executive, J&J and the J&J Pharmaceutical Affiliates shall also reserve the right and full discretion to void and forfeit any unvested stock options, unvested stock appreciation rights, unvested deferred share units, and other unvested rights to receive company common stock (collectively, “Equity Awards”). If J&J or a J&J Pharmaceutical Affiliate discovers any misconduct that would implicate the forfeitures described in this Paragraph by a Covered Executive, it shall evaluate the situation and make a determination about whether any forfeiture, and the terms of such forfeiture, shall be implemented. In addition, to the extent not already accomplished, within 150 days after the Effective Date of the CIA, J&J and the J&J Pharmaceutical Affiliates shall modify and supplement their annual bonus plans applicable to a Covered Executive (and any employment agreements, as appropriate) by imposing the following eligibility and repayment conditions on future bonuses and Equity Awards and making the additional remedies discussed below applicable to all J&J and J&J Pharmaceutical Affiliate executives at the level of Vice President 2 (pay grade 51) or above (collectively, “Covered Executives”). J&J and the J&J Pharmaceutical Affiliates shall implement Policies and Procedures and, as necessary, shall modify contracts with Covered Executives so that beginning no later than calendar year 2015 the bonuses and Equity Awards may be recouped if an Affirmative Recoupment Determination is made. The forfeiture and recoupment rights described in this Paragraph shall apply prospectively to Covered Executives beginning no later than the calendar year 2015 bonus plan and Equity Award years.
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Description of Executive Financial Recoupment Program. Within 120 days after the Effective Date of the CIA, Aegerion shall establish policies and procedures (and modify employment and other contracts as necessary) to provide that annual and other cash bonuses (including variable compensation, if applicable) on an after tax/net basis (“Bonus”) for each Covered Executive is at risk of forfeiture in the event of misconduct that is discovered by Aegerion or by Novelion Therapeutics Inc. and/or Novelion Services USA, Inc. (collectively, “Novelion”) before the Bonus is paid. In the event of misconduct by any Covered Executive, Aegerion shall also reserve the right and full discretion to void and forfeit any unvested or unexercised stock options, stock appreciation rights, and rights to similar equity plans (collectively, “Equity Awards”). If Aegerion or Novelion discovers any misconduct by a Covered Executive that would implicate the forfeitures or recoupments described in this Section II, Aegerion shall evaluate the situation and make a determination about whether any forfeiture or recoupment shall be implemented and the details of such action, as described below in Section II.C.
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Related to Description of Executive Financial Recoupment Program

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.10.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Termination of Employment Generally In the event the Executive’s employment with the Company terminates, for any reason whatsoever including death or disability the Executive shall be entitled to the benefits described in this Section 2.2.

  • EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

  • Termination of Consulting Period Notwithstanding any other provision hereof, the Consulting Period and Consultant’s services as a consultant hereunder shall terminate, and, except as otherwise specifically provided herein, this Agreement shall terminate:

  • Compensation; Employment Agreements 18 5.15 Noncompetition, Confidentiality and Nonsolicitation Agreements; Employee Policies.................................................. 18 5.16

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