Common use of Forfeiture and Recoupment Clause in Contracts

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 determined appropriate under the terms of the Recoupment Policy.

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). FurtherThe PRSUs 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 PRSUs are also 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 Causeforfeiture and/or recoupment pursuant to Sections 19(l) and 20(j) herein. A recovery under this section Award Agreement may be made by (ai) cancelling any PRSUs which have not yet vested or been settled; (bii) 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; (ciii) recovering proceeds realized by the Participant on the sale of such Common Stock; (div) withholding compensation otherwise due to the Participant; (ev) payment by the Participant; and/or (evi) 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 Separation from Service termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (ai) the Employer Corporation will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (bii) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service 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 PRSUs, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause under Section 3.2(a) aboveor that would warrant application of the Recoupment Policy or Recovery Policy. (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 Recovery Policy, which the Participant has reviewed and understands, and the Corporation may seek recovery by any of the methods described in Section 20(a21(a) or other such means determined appropriate under the terms of the Recoupment Policy and/or the Recovery Policy.

Forfeiture and Recoupment. (a) The PRSUs RSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs 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). 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 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 PRSUsRSUs, 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 termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer Corporation will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service termination of employment been for Cause under Section 3.2(a) aboveCause. (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(a21(a) or other such means determined appropriate under the terms of the Recoupment Policy.

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 termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer Corporation will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service 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 PRSUs, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause under Section 3.2(a) aboveor that would warrant application of the Recoupment Policy. (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(a21(a) or other such means determined appropriate under the terms of the Recoupment Policy.

Forfeiture and Recoupment. (a) The PRSUs options are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs options 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 options 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 options which have not yet vested or been settledexercised; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement exercise of the PRSUs, including shares resulting from dividend equivalentsoptions; (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 (ef) 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 termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service 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 exercisability of the options, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause under Section 3.2(a) aboveor that would warrant application of the Recoupment Policy. (b) By accepting the Award Grant 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(a17(a) or other such means determined appropriate under the terms of the Recoupment Policy.

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 termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer Corporation will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service termination of employment been for Cause under Section 3.2(a) aboveCause. (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(a21(a) or other such means determined appropriate under the terms of the Recoupment Policy.

Forfeiture and Recoupment. (a) The PRSUs options are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs options 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 options 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 options which have not yet vested or been settledexercised; (b) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement exercise of the PRSUs, including shares resulting from dividend equivalentsoptions; (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 (ef) 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 termination of employment for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s Separation from Service termination of employment could have been for Cause, such Participant’s Separation from Service termination of employment will be deemed to have been for Cause for all purposes, and as a result, (a) the Employer will cease payment not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (b) the Participant will be required to repay to the Corporation all cash amounts proceeds received under the Plan that would not have been payable to such Participant had such Separation from Service termination of employment been for Cause under Section 3.2(a) aboveCause. (b) By accepting the Award Grant 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(a17(a) or other such means determined appropriate under the terms of the Recoupment Policy.