Forfeiture and Recoupment. (a) Subject to Section 2 above, all unvested Restricted Stock Units will be forfeited on the Participant’s Termination of Employment.
Forfeiture and Recoupment. (a) The RSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs are subject to the Xxxxxxxx-Xxxxx Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). The RSUs are also subject to the Xxxxxxxx-Xxxxx Corporation Executive Officer Incentive Compensation Recovery Policy (such policy, as it may be amended from time to time, the “Recovery Policy”) if the Participant is a Covered Person (as defined in the Recovery Policy). The RSUs are also subject to forfeiture and/or recoupment pursuant to Sections 19(l) and 20(j) herein. A recovery under this Award Agreement may be made by (i) cancelling any RSUs which have not yet vested or been settled; (ii) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUs, including shares resulting from dividend equivalents; (iii) recovering proceeds realized by the Participant on the sale of such Common Stock; (iv) withholding compensation otherwise due to the Participant; (v) payment by the Participant; and/or (vi) by such other means determined appropriate under the terms of the Recoupment Policy and/or the Recovery Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable. Without limiting the foregoing, if, following a Participant’s termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s termination of employment could have been for Cause, such Participant’s termination of employment will be deemed to have been for Cause for all purposes, and as a result, (i) the Corporation will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (ii) the Participant will be required to repay to the Corporation all proceeds received under the Plan that would not have been payable to such Participant had such termination of employment been for Cause. The Corporation shall have the right to suspend any and all rights or benefits awarded to the Participant hereunder, including vesting and settlement of the RSUs, pending its investigation and final determination with regard to whether the Participa...
Forfeiture and Recoupment. (i) The Participant shall forfeit to the Company, without compensation, other than repayment of any par value paid by the Participant for such Shares, any and all unvested Shares of Restricted Stock (but no vested portion of the Shares of Restricted Stock) and RS Property upon the Participant’s Termination of Employment for any reason.
Forfeiture and Recoupment. For the avoidance of doubt, the Plan’s provisions on forfeiture and recoupment in Section 15 of the Plan apply to the PSUs awarded hereunder. The Company's Recoupment Policy, as may be amended from time to time, shall apply to the PSUs, any shares of Stock delivered hereunder and any profits realized on the sale of such Shares to the extent that the Participant is covered by such policy. If the Participant is covered by such policy, the policy may apply to recoup PSUs awarded, any shares of Stock delivered hereunder or profits realized on the sale of such shares either before, on or after the date on which the Participant becomes subject to such policy.
Forfeiture and Recoupment. Without limiting in any way the foregoing, Optionee’s rights, payments, and benefits with respect to this Option shall be subject to reduction, cancellation, forfeiture, or recoupment by the Company upon the occurrence of any of the following events, in addition to any otherwise applicable vesting conditions: (a) failure to accept the terms of this Option, (b) termination of Optionee’s employment for Cause, (c) violation of material Company policies, (d) breach of any agreement between the Company and Optionee, or (e) other conduct by Optionee that the Committee determines is detrimental to the business or reputation of the Company or its subsidiaries.
Forfeiture and Recoupment. The Committee may, in its sole discretion and in accordance with Section 13.8 of the Plan, reduce, cancel, forfeit or recoup any rights, payments or benefits paid or otherwise due to the Participant, including any vested and unexercised options and any Shares issued under the Agreement, any Shares acquired hereunder then held by the Participant and any gain received by the Participant upon disposition of such Shares, for violation of the Confidentiality and Protection of Business Agreement, any similar agreement, or for any one or more reasons set forth in Section 13.8 of the Plan, or as required by law. Such forfeiture and recoupment shall be in addition to any other remedies available to the Company.
Forfeiture and Recoupment. Notwithstanding any other provision of the Agreement to the contrary, if the Board learns of any misconduct by Employee that contributed to Sundance having to restate all or a portion of its financial statements, the Board will have the right, to the full extent permitted by governing law, in all appropriate cases, to effect the cancellation and recoupment of incentive compensation provided for under paragraphs 4(b) and (c) to the extent that the amount of such incentive compensation was calculated based upon the achievement of financial results that were the subject of the restatement and such amount would have been lower had the financial results been properly reported. In addition, all incentive compensation provided for under paragraphs 4(b) and (c) shall be subject to (a) any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards, including, without limitation, recoupment requirements imposed pursuant to Section 954 of the U.S. Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, or any regulations promulgated thereunder, or recoupment requirements under the laws of any other jurisdiction; (b) the terms and conditions of any recoupment policy adopted by Sundance from time to time to implement such requirements or to facilitate corporate governance; or (c) any other forfeiture or recoupment as provided for in any plan or award agreement governing such incentive compensation.
Forfeiture and Recoupment. (a) The RSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs are subject to the Xxxxxxxx-Xxxxx Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by (a) cancelling any RSUs which have not yet vested or been settled; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUs, including shares resulting from dividend equivalents; (c) recovering proceeds realized by the Participant on the sale of such Common Stock; (d) withholding compensation otherwise due to the Participant; (e) payment by the Participant; and/or (e) by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable.
Forfeiture and Recoupment. The Committee may, in its sole discretion, reduce, cancel, forfeit or recoup any rights, payments or benefits paid or otherwise due to the Participant, including any Units and any Shares issued under the Agreement for any one or more reasons and pursuant to the terms set forth in Section 13.8 of the Plan, or as required by law.
Forfeiture and Recoupment. In the event of Wrongful Conduct, as defined below, (a) all RDUs held by you (whether or not vested, and including any interest payments not yet paid) shall automatically be cancelled without any consideration paid therefor and without further action on the part of the Company; and (b) you shall repay to the Company any amounts paid to you with respect to the RDUs (including without limitation payments pursuant to the interest component) at any time during the 24-month period prior to your termination of employment or service as a Director and at any time after your termination of employment or service as a Director. By accepting the RDUs, you consent to and authorize the Company and its subsidiaries to deduct from any amounts payable to you by the Company or its subsidiaries any amounts you owe under this Paragraph 5.
