Common use of Forfeiture Events; Clawback Rights Clause in Contracts

Forfeiture Events; Clawback Rights. (a) The Board may, in its discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion, acting in good faith; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (C) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a) The Board may, in its sole discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term Executive’s employment with State Auto which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its sole discretion, acting in good faith; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (C) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine in their sole discretion that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a1) The Board Boards may, in its their discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits termination benefits provided under Article V (collectively, the “Termination Benefits”) if: (ia) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (iib) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion. For purposes of this provision, acting no act or failure to act, on the part of Executive, shall be considered “detrimental to State Auto” unless it is done, or omitted to be done, by Executive in good faithbad faith or without reasonable belief that Executive’s action or omission was in the best interests of State Auto; or (Ai) The amount of any of the Severance Termination Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (Cii) The amount of Executive’s Severance Termination Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance all Termination Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b2) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a) The Board may, in its sole discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this the Employment Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term (as defined in the Employment Agreement) which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its sole discretion. For purposes of this provision, acting no act or failure to act, on the part of Executive, shall be considered “detrimental to State Auto” unless it is done, or omitted to be done, by Executive in good faithbad faith or without reasonable belief that Executive’s action or omission was in the best interests of State Auto; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (CB) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine in their sole discretion that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the all Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement and the Employment Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a1) The Board Boards may, in its their discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits termination benefits provided under Article IV Sections (A) through (F) (collectively, the ‘Termination Benefits”) if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion, acting in good faith; or (A) The amount of any of the Severance Termination Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (C) The amount of Executive’s Severance Termination Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance Termination Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b2) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a) The Board may, in its sole discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) The Company is required to prepare an accounting restatement or amend a previously filed financial statement due to Executive’s error; (ii) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (iiiii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term Executive’s employment with State Auto which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its sole discretion, acting in good faith; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (C) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine in their sole discretion that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore clawback provision(s)heretofore or hereafter adopted by the BoardsBoards in any other agreement, including any equity awards, stock options, and all amendments thereto other compensation awards (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a) The Board may, in its discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion, acting in good faith; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and and (C) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a) The Board may, in its discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this the Employment Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term (as defined in the Employment Agreement) which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion. For purposes of this provision, acting no act or failure to act, on the part of Executive, shall be considered “detrimental to State Auto” unless it is done, or omitted to be done, by Executive in good faithbad faith or without reasonable belief that Executive’s action or omission was in the best interests of State Auto; or (A) The amount of any of the Severance Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (CB) The amount of Executive’s Severance Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the all Severance Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement and the Employment Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.

Forfeiture Events; Clawback Rights. (a1) The Board Boards may, in its their discretion, require Executive to repay to State Auto all or any portion of the amounts paid as Severance Benefits termination benefits provided under Article V (collectively, the “Termination Benefits”) if: (i) Executive violates any non-competition, non-solicitation or confidentiality covenant applicable to the Executive and for the benefit of State Auto, including such covenants included in this Agreement; (ii) It is later discovered that Executive engaged in conduct detrimental to State Auto during the Employment Term which has a material adverse effect on State Auto as determined by the Board of Directors of State Auto Mutual, in its discretion. For purposes of this provision, acting no act or failure to act, on the part of Executive, shall be considered “detrimental to State Auto” unless it is done, or omitted to be done, by Executive in good faithbad faith or without reasonable belief that Executive’s action or omission was in the best interests of State Auto; or (A) The amount of any of the Severance Termination Benefits was calculated based upon the achievement of certain financial results of State Auto that were subsequently the subject of a financial statement restatement by State Auto; (B) Executive engaged in conduct detrimental to State Auto that caused or substantially contributed to the need for the financial statement restatement by State Auto; and (CB) The amount of Executive’s Severance Termination Benefits would have been lower than the amount actually awarded to Executive had the financial results been properly reported. Notwithstanding the foregoing, if the Boards determine that Executive engaged in fraudulent conduct, then the Boards will seek repayment of the Severance all Termination Benefits. This provision shall not be the exclusive remedy of State Auto with respect to such matters. (b2) The terms of any compensation recovery or recoupment policy heretofore or hereafter adopted by the Boards, including any and all amendments thereto (a “clawback policy”), are hereby incorporated into this Agreement by reference. In addition to the terms and conditions set forth in this Agreement, Executive agrees that any amounts payable or paid to Executive under this Agreement shall be subject to the terms of any clawback policy of the Boards.