Common use of Forfeiture and Recoupment Clause in Contracts

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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

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 section may be made by (ia) cancelling any RSUs which have not yet vested or been settled; (iib) 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; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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, (ia) the Corporation will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). The RSUs 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 RSUs PRSUs 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 PRSUs 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 RSUsPRSUs, 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 RSUsPRSUs, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). The RSUs Further, the PRSUs are also subject to the Xxxxxxxx-Xxxxx Corporation Executive Officer Incentive Compensation Recovery Policy (such policyrecoupment, as it may be amended from time to timedetermined by the Corporation in its sole discretion, if following a Participant’s Retirement, 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) hereinCorporation discovers facts that such Participant’s employment could have been terminated for Cause. A recovery under this Award Agreement section may be made by (ia) cancelling any RSUs PRSUs which have not yet vested or been settled; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUsPRSUs, including shares resulting from dividend equivalents; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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 Separation from Service for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s termination of employment Separation from Service could have been for Cause, such Participant’s termination of employment Separation from Service will be deemed to have been for Cause for all purposes, and as a result, (ia) the Corporation Employer will not issue shares cease payment of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) the Participant will be required to repay to the Corporation all proceeds cash amounts received under the Plan that would not have been payable to such Participant had such termination of employment Separation from Service 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policyunder Section 3.2(a) above.

Forfeiture and Recoupment. (a) The RSUs PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). 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 section may be made by (ia) cancelling any RSUs PRSUs which have not yet vested or been settled; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUsPRSUs, including shares resulting from dividend equivalents; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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, (ia) the Corporation will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 RSUsPRSUs, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs options are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). The RSUs Further, the options are also subject to the Xxxxxxxx-Xxxxx Corporation Executive Officer Incentive Compensation Recovery Policy (such policyrecoupment, as it may be amended from time to timedetermined by the Corporation in its sole discretion, if following a Participant’s Retirement, 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) hereinCorporation discovers that such Participant’s employment could have been terminated for Cause. A recovery under this Award Agreement section may be made by (ia) cancelling any RSUs options which have not yet vested or been settledexercised; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement exercise of the RSUs, including shares resulting from dividend equivalentsoptions; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vif) 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, (ia) the Corporation Employer will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 exercisability of the RSUsoptions, pending its investigation and final determination with regard to whether the Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs options are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). The RSUs Further, the options are also subject to the Xxxxxxxx-Xxxxx Corporation Executive Officer Incentive Compensation Recovery Policy (such policyrecoupment, as it may be amended from time to timedetermined by the Corporation in its sole discretion, if following a Participant’s Retirement, 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) hereinCorporation discovers that such Participant’s employment could have been terminated for Cause. A recovery under this Award Agreement section may be made by (ia) cancelling any RSUs options which have not yet vested or been settledexercised; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement exercise of the RSUs, including shares resulting from dividend equivalentsoptions; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vif) 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, (ia) the Corporation Employer will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

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 section may be made by (ia) cancelling any RSUs which have not yet vested or been settled; (iib) 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; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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, (ia) the Corporation will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). 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 section may be made by (ia) cancelling any RSUs PRSUs which have not yet vested or been settled; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUsPRSUs, including shares resulting from dividend equivalents; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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, (ia) the Corporation will not issue shares of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.

Forfeiture and Recoupment. (a) The RSUs PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the RSUs 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). The RSUs Further, the PRSUs are also subject to the Xxxxxxxx-Xxxxx Corporation Executive Officer Incentive Compensation Recovery Policy (such policyrecoupment, as it may be amended from time to timedetermined by the Corporation in its sole discretion, if following a Participant’s Retirement, 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) hereinCorporation discovers facts that such Participant’s employment could have been terminated for Cause. A recovery under this Award Agreement section may be made by (ia) cancelling any RSUs PRSUs which have not yet vested or been settled; (iib) recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the RSUsPRSUs, including shares resulting from dividend equivalents; (iiic) recovering proceeds realized by the Participant on the sale of such Common Stock; (ivd) withholding compensation otherwise due to the Participant; (ve) payment by the Participant; and/or (vie) 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 Separation from Service for a reason other than the Participant’s termination for Cause, the Corporation discovers facts that such Participant’s termination of employment Separation from Service could have been for Cause, such Participant’s termination of employment Separation from Service will be deemed to have been for Cause for all purposes, and as a result, (ia) the Corporation Employer will not issue shares cease payment of Common Stock or any other benefit otherwise payable to the Participant under the Plan and (iib) the Participant will be required to repay to the Corporation all proceeds cash amounts received under the Plan that would not have been payable to such Participant had such termination of employment Separation from Service 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 Participant has engaged in conduct constituting Cause or that would warrant application of the Recoupment Policy or Recovery Policy.