Forfeiture and Recoupment Sample Clauses

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. (ii) Notwithstanding anything herein or in the Plan to the contrary, the Shares of Restricted Stock and any RS Property provided for under this Agreement are conditioned on the Participant not engaging in any Competitive Activity (as defined below) from the date that is twelve (12) months prior to the applicable vesting date set forth in Section 3(d) above (such applicable vesting date, the “Payment Date”) through the first anniversary of such Payment Date. If, on or after the date that is twelve (12) months prior to the Payment Date but prior to the Payment Date, the Participant engages in a Competitive Activity, all Shares of Restricted Stock and any RS Property (whether or not vested) shall be immediately forfeited in their entirety, and the Participant shall have no further rights or interests with respect to such Shares of Restricted Stock and RS Property. In the event that the Participant engages in a Competitive Activity on or after the Payment Date but on or prior to the first anniversary of such Payment Date, the Company shall have the right to recoup from the Participant, and the Participant shall repay to the Company, within thirty (30) days following demand by the Company, a payment equal to the Fair Market Value of the aggregate Shares of Restricted Stock and any RS Property payable to the Participant, and any dividends or other distributions thereafter paid thereon; provided, that, the Company may require the Participant to satisfy such payment obligations hereunder either by forfeiting and returning to the Company such Shares of Restricted Stock, RS Property or any other Shares, or making a cash payment or any combination of these methods as determined by the Company in its sole discretion. The Company, in its discretion, shall have the right to set off (or cause to be set off) any amounts otherwise due to the Participant from the Company in satisfaction of such repayment obligation, provided that any such amounts are exempt from, or set off in a manner intended to comply with, the requirements of Section 409A of the Code. (iii) The Participant hereby acknowledges and agrees that the forfeiture and recoupment ...

Forfeiture and Recoupment. (a) The PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs 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). Further, the PRSUs are subject to recoupment, as determined by the Corporation in its sole discretion, if following a Participant’s Retirement, the Corporation discovers facts that such Participant’s employment could have been terminated for Cause. A recovery under this section may be made by (a) cancelling any PRSUs 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 PRSUs, 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. Without limiting the foregoing, if, following a Participant’s Separation from Service for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service could have been for Cause, such Participant’s Separation from Service will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer will cease payment of any benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts received under the Plan that would not have been payable to such Participant had such Separation from Service been for Cause under Section 3.2(a) above. (b) By accepting the Award Grant and the terms of this Award Agreement, the Participant understands, acknowledges and accepts that the grant, shares of Common Stock issued under the Plan and proceeds realized by the Participant pursuant to the Plan are subject to the terms of the Recoupment Policy and the Corporation may seek recovery by any of the methods described in Section 20(a) or other such means determine...

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. 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. 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. (b) By accepting the Award Grant and the terms of this Award Agreement, the Participant understands, acknowledges and accepts that the grant, shares of Common Stock issued under the Plan and proceeds realized by the Participant pursuant to the Plan are subject to the terms of the Recoupment Policy and the Corporation may seek recovery by any of the methods described in Section 20(a) or other such means determined appropriate under the terms of the Recoupment Policy.

Forfeiture and Recoupment. (a) Except as otherwise provided in Section 4 of this Award Agreement, you will forfeit your unvested Performance Units and Cash Units if you Terminate prior to the Normal Vesting Date, whether the performance criteria are achieved or not. (b) If, without prior authorization in writing from the Company, you engage in “Conduct That is Harmful to the Company” at any time during the course of your employment or within [___] days after you Terminate, you will forfeit your Performance Units and related Dividend Equivalents and your Cash Units, whether they are vested or not. In addition to this forfeiture, the Committee may determine that some or all of any Shares and other amounts you have received through the Plan or this Award Agreement are subject to recoupment, where allowable by law, and must be returned to the Company. “Conduct That is Harmful to the Company” is: (i) Your breach of any confidentiality, nondisclosure, and/or noncompetition obligations under any agreement or plan with the Company or any Subsidiary or Affiliate; (ii) Your engaging in conduct that the Committee reasonably concludes requires the forfeiture and recoupment of the Award under the terms of any Company recoupment or clawback policy, any other applicable policy of the Company, and any applicable laws and regulations; (iii) Your failure or refusal to consult with, supply information to or otherwise cooperate with the Company or any Subsidiary or Affiliate after having been requested to do so; (iv) Your deliberately engaging in any action that the Company concludes has caused substantial harm to the interests of the Company or any Subsidiary or Affiliate, including, but not limited to, violations of applicable securities laws or the Company's Xxxxxxx Xxxxxxx Policy; (v) Your failure to return all property (other than personal property), including vehicles, computer or other equipment or electronic devices, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, formulae or any other tangible property or document and any and all copies, duplicates or reproductions that you have produced or received or have otherwise been provided to you in the course of your employment with the Company or any Subsidiary or Affiliate; or (vi) Discovery after you Terminated that you engaged in conduct while employed by the Company that the Committee reasonably concludes would have given rise to a Termina...

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 RSUs awarded hereunder. The Company’s Recoupment Policy, as may be amended from time to time, shall apply to the RSUs, and 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 RSUs 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. 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.