Common use of Forfeiture Clause in Contracts

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything (a) This Section 4 sets forth the circumstances under which the Option will be forfeited. All shares not vested shall be forfeited upon Optionee’s receipt of written notice from the Committee of the occurrence of any of the following events (such notice is referred to as the contrary in this Agreement:“Forfeiture Notice”): (i) If the Company Optionee is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company terminated for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange CommissionCause; (ii) If Optionee engages in competition with the Compensation Committee shall determine that Company; or (iii) Optionee engages in any of the Executive has engaged following actions: (A) intentional misconduct in the performance of Optionee’s job with the Company or any subsidiary; (B) being openly critical in the media of the Company or any subsidiary or its directors, officers, or employees or those of any subsidiary; (C) pleading guilty or nolo contendere to any felony or any charge involving moral turpitude; (D) misappropriating or destroying Company or subsidiary property including, but not limited to, trade secrets or other proprietary property; (E) improperly disclosing material nonpublic information regarding the Company or any subsidiary; (F) after ceasing employment with the Company, inducing or attempting to induce any employee of the Company or any Subsidiary to leave the employ of the Company or any subsidiary; (G) after ceasing employment with the Company, hiring any person who was a serious breach manager level employee of conduct that would constitute Cause under this Agreementthe Company or any subsidiary; or (H) inducing or attempting to induce any customer, supplier, lender, or other business relation of the Company or any subsidiary to cease doing business with the Company or any subsidiary. (b) Upon Optionee’s receipt of the Forfeiture Notice, the Compensation Committee portions of the Option not vested will be forfeited and may terminate not be exercised. Notwithstanding any equity compensation award or require other provision of the Executive to repay Option, any gain realized on portion of the exercise of an award Option that is vested (either in accordance with the terms normal vesting dates set forth in Section 2 or pursuant to an acceleration of vesting under Section 3) and is or becomes exercisable on or after the date on which Optionee receives the Forfeiture Notice shall remain exercisable for seven (7) days following the date on which Optionee receives the Forfeiture Notice (but in no event later than the Expiration Date). Therefore, any vested and exercisable portion of the Option that is not exercised within such award seven (7) day period (or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities Expiration Date if earlier) will be forfeited and Exchange Commission may not be exercised. The Committee or (B) other federal or state regulatory investigation, the Compensation Committee entire Board may require the repayment waive any condition of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct forfeiture described in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulationsSection.

Forfeiture. Notwithstanding anything any other provisions of this Agreement and in addition to and not in contravention of any clawback provision applicable to the contrary Executive under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable laws in this Agreementeffect from time to time: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal federal securities lawslaws as a result of misconduct, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms of such award or the equity compensation plan governing such award;; and (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, law applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable laws): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive Participant shall reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from upon, the exercise of Options or the subsequent sale of securities the underlying Shares that were issued upon the exercise of the Company Options or the cancellation of the Options during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under conduct, the Committee may terminate this Agreement, the Compensation Committee may terminate any equity compensation award or cancel all Options and/or require the Executive Participant to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award;Options; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may terminate this Agreement, require Participant to forfeit Options and/or may require the repayment of any gain realized on the exercise of an award under any equity compensation plan Options without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) Option. The parties agree that any compensation under foregoing provisions of this Agreement Section 10 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable laws): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from from, the vesting of Restricted Stock or the subsequent sale of securities Shares or the cancellation of the Company Restricted Stock during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 10 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything any other provisions of this Agreement, subject to amendment as may be required or recommended in order to comply with applicable law or regulation, and in addition to and not in contravention of the clawback provision applicable to the contrary in this AgreementExecutive under the EESA Guidance: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-12 month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award;; and (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award;; and (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (ia) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company Company, as a result of misconductthe intentional misconduct or gross negligence of the Executive, with any financial reporting requirement under the Federal United States securities laws, then the Executive shall forfeit and reimburse the Company for all amounts received under of the following: (i) any incentive or incentive compensation plans from the Company paid based upon such erroneously stated financial information, (ii) any incentive or incentive compensation or equity compensation received by Executive during the twelve (12-) month period following the earlier of the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) SEC of the financial document embodying such the financial reporting requirement; and , (iii) any profits realized by Executive from the sale of Company securities of the Company during that same twelve (12-) month period, unless the application of this provision (iv) if Executive is terminated or has been exempted terminated, the right to receive Special Severance and Incentive Payments, and (v) if Executive is terminated or has been terminated, any unvested and/or unexercised long-term incentive compensation awards. (b) Executive acknowledges and agrees he is one of the persons subject to automatic forfeiture under Section 304 of the Sxxxxxxx-Xxxxx Act of 2002 and if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct (within the meaning of said Section 304, but other than as a result of Executive’s intentional misconduct or gross negligence, which is governed by the Securities preceding subsection), with any financial reporting requirement under the United States securities laws, then the Executive shall forfeit and Exchange Commission; reimburse the Company for all of the following: (i) any incentive or incentive compensation or equity compensation received by Executive during the twelve (12) month period following the earlier of the first public issuance or filing with the SEC of the financial document embodying the financial reporting requirement, and (ii) If any profits realized by Executive from the Compensation Committee shall determine sale of Company securities during that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award;same twelve (12) month period. (iiic) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing acknowledges that Section 954 of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the XxxxDxxx-Xxxxx Fxxxx Xxxx Street Reform and Consumer Protection Act and/or Act, among other things, requires the United States Securities and Exchange Commission to direct the national securities exchanges to prohibit the continued listing of the securities of an issuer unless the issuer develops and implements a policy providing, among other things, for the recovery of certain erroneously awarded compensation. Executive agrees that this Agreement shall be automatically amended without any applicable regulationsfurther consideration to incorporate any amendments to the recovery provisions set forth in such policy. Upon the request of the Company, Executive agrees without further consideration to execute an amendment evidencing the incorporation of said amended provisions into this Agreement. (d) No forfeiture or recovery of compensation under this Section 8 shall constitute an event giving rise to Executive’s right to terminate this Agreement for Good Reason.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If Notwithstanding the Company provisions of Section 3 of this Agreement and any other provision of this Agreement or the Plan to the contrary, if it is required determined by the Committee that prior to prepare an accounting restatement due the date that all of the Restricted Stock is vested (whether or not during the Extension Period), the Grantee engaged (or is engaging in) any activity that is harmful to material noncompliance the business or reputation of the Company as a result of misconduct, with (or any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance parent or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Companysubsidiary), including, without limitation, any “Competitive Activity” (as defined below) or conduct prejudicial to or in conflict with the XxxxCompany (or any parent or subsidiary) or any material breach of a contractual obligation to the Company (or any parent or subsidiary) (collectively, “Prohibited Acts”), then, upon such determination by the Committee, all Restricted Stock granted to the Grantee under this Agreement which is still subject to restriction shall be cancelled and forfeited. (ii) Notwithstanding any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that the Grantee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any Restricted Stock under this Agreement (including, without limitation, vesting that occurs by application of Section 3(b) of this Agreement), the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such Restricted Stock (such gain to be valued as of the relevant Vesting Date(s) based on the Fair Market Value of the Restricted Stock on the relevant Vesting Date(s) over the purchase price paid, if any, of such stock). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal the value of the Restricted Stock on the relevant Vesting Date(s). The Company is specifically authorized to off-Xxxxx Xxxx Street Reform set and Consumer Protection deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Grantee to secure the repayment obligations herein contained. (iii) The determination of whether the Grantee has engaged in a Prohibited Act and/or shall be determined by the Committee in good faith and in its sole discretion. (iv) The provisions of this Section 4(b) shall have no effect following a Change in Control. (v) For purposes of this Agreement, the term “Competitive Activity” shall mean the Grantee, without the prior written permission of the Committee, any applicable regulationswhere in the world where the Company (or any parent or subsidiary) engages in business, directly or indirectly, (A) entering into the employ of or rendering any services to any person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any parent or subsidiary (“Competitive Business”) or (B) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank, N.A., (collectively, the contrary “Company”), and in this Agreementaddition to and not in contravention of any clawback provision applicable to Participant: (i) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-12 month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any amounts received with respect to, or profits realized from the vesting of Restricted Stock or the sale of securities of the Company during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iii) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If Notwithstanding the Company provisions of Section 3 of this Agreement and any other provision of this Agreement or the Plan to the contrary, if it is required determined by the Committee that prior to prepare an accounting restatement due the date that all of the Restricted Stock is vested (whether or not during the Extension Period), the Grantee engaged (or is engaging in) any activity that is harmful to material noncompliance the business or reputation of the Company as a result of misconduct, with (or any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance parent or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Companysubsidiary), including, without limitation, any “Competitive Activity” (as defined below) or conduct prejudicial to or in conflict with the XxxxCompany (or any parent or subsidiary) or any material breach of a contractual obligation to the Company (or any parent or subsidiary) (collectively, “Prohibited Acts”), then, upon such determination by the Committee, all Restricted Stock granted to the Grantee under this Agreement which is still subject to restriction shall be cancelled and forfeited. (ii) Notwithstanding any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that the Grantee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any Restricted Stock under this Agreement (including, without limitation, vesting that occurs by application of Section 3(b) of this Agreement), the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such Restricted Stock (such gain to be valued as of the relevant Vesting Date(s) based on the fair market value of the Restricted Stock on the relevant Vesting Date(s) over the purchase price paid, if any, of such stock). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a fair market value equal the value of the Restricted Stock on the relevant Vesting Date(s). The Company is specifically authorized to off-Xxxxx Xxxx Street Reform set and Consumer Protection deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Grantee to secure the repayment obligations herein contained. (iii) The determination of whether the Grantee has engaged in a Prohibited Act and/or shall be determined by the Committee in good faith and in its sole discretion. (iv) The provisions of this Section 4(b) shall have no effect following a Change in Control. (v) For purposes of this Agreement, the term “Competitive Activity” shall mean the Grantee, without the prior written permission of the Committee, any applicable regulationswhere in the world where the Company (or any parent or subsidiary) engages in business, directly or indirectly, (A) entering into the employ of or rendering any services to any person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any parent or subsidiary (“Competitive Business”) or (B) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission;reporting (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section ‎8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything to the contrary in this Agreement: (i) If Notwithstanding the Company provisions of Section 3 of this Agreement and any other provision of this Agreement or the Plan to the contrary, if it is required determined by the Committee that prior to prepare an accounting restatement due the date that all of the Restricted Stock is vested (whether or not during the Extension Period), the Grantee engaged (or is engaging in) any activity that is harmful to material noncompliance the business or reputation of the Company as a result of misconduct, with (or any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance parent or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Companysubsidiary), including, without limitation, any “Competitive Activity” (as defined below) or conduct prejudicial to or in conflict with the XxxxCompany (or any parent or subsidiary) or any material breach of a contractual obligation to the Company (or any parent or subsidiary) (collectively, “Prohibited Acts”), then, upon such determination by the Committee, all Restricted Stock granted to the Grantee under this Agreement which is still subject to restriction shall be cancelled and forfeited. (ii) Notwithstanding any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that the Grantee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any Restricted Stock under this Agreement (including, without limitation, vesting that occurs by application of Section 3(b) of this Agreement), the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such Restricted Stock (such gain to be valued as of the relevant Vesting Date(s) based on the fair market value of the Restricted Stock on the relevant Vesting Date(s) over the purchase price paid, if any, of such stock). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of Common Stock having a fair market value equal the value of the Restricted Stock on the relevant Vesting Date(s). The Company is specifically authorized to off-Xxxxx Xxxx Street Reform set and Consumer Protection deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may own the Grantee to secure the repayment obligations herein contained. (iii) The determination of whether the Grantee has engaged in a Prohibited Act and/or shall be determined by the Committee in good faith and in its sole discretion. (iv) The provisions of this Section 4(c) shall have no effect following a Change in Control. (v) For purposes of this Agreement, the term “Competitive Activity” shall mean the Grantee, without the prior written permission of the Committee, any applicable regulationswhere in the world where the Company (or any parent or subsidiary) engages in business, directly or indirectly, (A) entering into the employ of or rendering any services to any person, entity or organization engaged in a business which is directly or indirectly related to the businesses of the Company or any parent or subsidiary (“Competitive Business”) or (B) becoming associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity other than ownership of passive investments not exceeding 1% of the vote or value of such Competitive Business.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank, N.A. (collectively, the contrary “Company”), and in this Agreementaddition to and not in contravention of any clawback provision applicable to Participant: (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any amounts received with respect to, or profits realized from the vesting of Restricted Stock or the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were granted as Restricted Stock or the cancellation of Shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested the PSUs, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial ​ ​ document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from upon the settlement of the PSUs or the subsequent sale of securities the Shares that were issued upon settlement of the Company PSUs or the cancellation of the PSUs during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested the PSUs, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from upon, the settlement of the PSUs or the subsequent sale of securities the Shares that were issued upon settlement of the Company PSUs or the cancellation of the PSUs during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits amounts received with respect to, or amounts realized from the vesting of Restricted Stock or the subsequent sale of securities Shares or the cancellation of the Company Restricted Stock during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 9 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested the PSUs, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission;financial (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section ‎8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable laws): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from from, the vesting of Restricted Stock or the subsequent sale of securities Shares or the cancellation of the Company Restricted Stock during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 10 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything any other provisions of this Agreement and in addition to and not in contravention of the clawback provision applicable to the contrary in this AgreementExecutive under the EESA Guidance: (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company Company, as a result of misconduct, with any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for (i) all amounts received under any incentive compensation plans from the Company during the twelve (12-) month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; requirement and (ii) any profits realized from the sale of securities of the Company during that twelve (12-) month period, unless the application of this provision has been exempted by the Securities and Exchange Commission;. (iib) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award;. (iiic) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, in connection with any financial reporting requirement under the Federal federal securities lawslaws as a result of Participant’s misconduct, the Executive shall Committee may require Participant to forfeit unvested PSUs and dividend equivalents, and/or to reimburse the Company for all Shares and amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; , and any profits amounts received with respect to, or amounts realized from upon the settlement of the PSUs or the subsequent sale of securities the Shares that were issued upon settlement of the Company PSUs or the cancellation of the PSUs during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement of the award; and (iv) PSU or sale of Shares issued pursuant to the PSU. The parties agree that any compensation under foregoing provisions of this Agreement Section 8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. (a) Notwithstanding anything the provisions of Sections 4 and 5 of this Agreement and any other provision of this Agreement or the Plan to the contrary in this Agreement: contrary, if it is determined by the Committee that the Grantee engaged (ior is engaging in) If any activity that is harmful to the Company is required to prepare an accounting restatement due to material noncompliance business or reputation of the Company as a result of misconduct, with (or any financial reporting requirement under the Federal securities laws, the Executive shall reimburse the Company for all amounts received under any incentive compensation plans from the Company during the 12-month period following the first public issuance parent or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits realized from the sale of securities of the Company during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (ii) If the Compensation Committee shall determine that the Executive has engaged in a serious breach of conduct that would constitute Cause under this Agreement, the Compensation Committee may terminate any equity compensation award or require the Executive to repay any gain realized on the exercise of an award in accordance with the terms such award or the equity compensation plan governing such award; (iii) If the Executive is found guilty of material misconduct by any judicial or administrative authority in connection with any (A) formal investigation by the Securities and Exchange Commission or (B) other federal or state regulatory investigation, the Compensation Committee may require the repayment of any gain realized on the exercise of an award under any equity compensation plan without regard to the timing of the determination of misconduct in relation to the timing of the exercise of the award; and (iv) The parties agree that any compensation under this Agreement shall also be subject to clawback/forfeiture provisions required by any law, in the future, applicable to the Companysubsidiary), including, without limitation, any “Competitive Activity” (as defined below) or conduct prejudicial to or in conflict with the XxxxCompany (or any parent or subsidiary) or any material breach of a contractual obligation to the Company (or any parent or subsidiary) (collectively, “Prohibited Acts”), then, upon such determination by the Committee, any Performance Shares that have not become Earned Shares as of such determination and any Earned Shares held by the Grantee with respect to which a Certification Date has not occurred, or that have not been settled in restricted shares of common stock as of such determination, shall thereupon automatically and without further action be cancelled and forfeited and the Grantee shall have no further rights therein. (b) Notwithstanding any other provision of this Agreement or the Plan to the contrary, if it is determined by the Committee that the Grantee engaged (or is engaging in) any Prohibited Act where such Prohibited Act occurred or is occurring within the one (1) year period immediately following the vesting of any restricted shares of common stock issued under this Agreement (including, without limitation, in connection with accelerated vesting that occurs by application of Section 6 of this Agreement), the Grantee agrees that he/she will repay to the Company any gain realized on the vesting of such restricted shares of common stock (such gain to be valued as of the relevant vesting date(s) based on the fair market value of the common stock on the relevant vesting date(s) over the purchase price paid, if any, of such common stock (if any)). Such repayment obligation will be effective as of the date specified by the Committee. Any repayment obligation must be satisfied in cash or, if permitted in the sole discretion of the Committee, in shares of common stock having a fair market value equal the value of the common stock vesting on the relevant vesting date(s). The Company is specifically authorized to off-Xxxxx Xxxx Street Reform set and Consumer Protection deduct from any other payments, if any, including, without limitation, wages, salary or bonus, that it may owe the Grantee to secure the repayment obligations herein contained. (c) The determination of whether the Grantee has engaged in a Prohibited Act and/or any applicable regulationsshall be determined by the Committee in good faith and in its sole discretion. (d) The provisions of this Section 7 shall have no effect following a Change in Control. (e) For purposes of this Agreement, the term “Change in Control” shall mean a transaction or series of transactions which constitutes an “Exchange Transaction” within the meaning of the Plan or such other event involving a change in ownership or control of the business or assets of the Company as the Board, acting in its discretion, may determine.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, Participant’s misconduct in connection with any financial reporting requirement under the Federal federal securities laws, the Executive shall Committee may require Participant to forfeit unvested Restricted Stock, and/or to reimburse the Company for all amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and any profits amounts received with respect to, or amounts realized from the vesting of Restricted Stock or the subsequent sale of securities Shares or the cancellation of the Company Restricted Stock during that 12-12 month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested Restricted Stock, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award in accordance with the terms such award shares of common stock that were granted as Restricted Stock or the equity compensation plan governing such award;cancellation of shares relating to Restricted Stock; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, the Compensation Committee may require Participant to forfeit unvested Restricted Stock and/or may require the repayment of any gain amounts realized upon the vesting of Restricted Stock or on the exercise subsequent sale of an award under any equity compensation plan the shares of common stock that were granted as Restricted Stock or the cancellation of shares relating to Restricted Stock without regard to the timing of the determination of misconduct in relation to the timing of the exercise vesting or sale of the award; and (iv) . The parties agree that any compensation under foregoing provisions of this Agreement Section 9 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.

Forfeiture. Notwithstanding anything Participant agrees that, notwithstanding any other provision of any agreement to which he or she is subject with NBHC or NBH Bank (collectively, the contrary “Company”), and in this Agreement:addition to and not in contravention of any clawback provision or policy applicable to Participant as in effect from time to time (including any clawback policies or provisions implemented pursuant to Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or other applicable law): (ia) If the Company is required to prepare an accounting restatement due to material noncompliance of the Company as a result of misconduct, in connection with any financial reporting requirement under the Federal federal securities lawslaws as a result of Participant’s misconduct, the Executive shall Committee may require Participant to forfeit unvested PSUs and dividend equivalents, and/or to reimburse the Company for all Shares and amounts received under any incentive compensation plans this Agreement from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial ​ reporting requirement; , and any profits amounts received with respect to, or amounts realized from upon the settlement of the PSUs or the subsequent sale of securities the Shares that were issued upon settlement of the Company PSUs or the cancellation of the PSUs during that 12-month period, unless the application of this provision has been exempted by the Securities and Exchange Commission; (iib) If the Compensation Committee shall determine that the Executive Participant has engaged in a serious breach of conduct that would constitute Cause under this Agreementconduct, the Compensation Committee may require Participant to forfeit unvested PSUs, may terminate any equity compensation award or this Agreement and/or require the Executive Participant to repay any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award in accordance with the terms such award Shares that were issued upon settlement of the PSUs or the equity compensation plan governing such award;cancellation of the PSUs; and (iiic) If the Executive Participant is found guilty of material misconduct by any judicial or administrative authority in connection with any (Ai) formal investigation by the Securities and Exchange Commission or (Bii) other federal or state regulatory investigation, then the Compensation Committee may require Participant to forfeit unvested PSUs and/or may require the repayment of any gain amounts realized upon the settlement of the PSUs or on the exercise subsequent sale of an award under any equity compensation plan the Shares that were issued upon settlement of the PSUs or the cancellation of the PSUs without regard to the timing of the determination of misconduct in relation to the timing of the exercise settlement of the award; and (iv) PSU or sale of Shares issued pursuant to the PSU. The parties agree that any compensation under foregoing provisions of this Agreement Section 8 shall also be subject cease to clawback/forfeiture provisions apply following a Change in Control, except as otherwise required by any applicable law, in the future, applicable to the Company, including, without limitation, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and/or any applicable regulations.