Incentive Compensation Recovery. Executive agrees that Executive shall repay to the Company any bonus and incentive compensation paid to Executive during the TARP Compliance Period, if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. This repayment shall not be limited to a specific recovery period, material inaccuracies in financial reporting statements, or inaccuracies that result in accounting restatements. The recovery encompasses all incentive compensation paid to Executive as a result any determination of achievement of a performance metric that is later determined to have been based on material inaccuracies related to financial reporting. For purposes of this paragraph and without limiting the foregoing, financial statements or performance metric criteria are treated as being materially inaccurate with respect to Executive if, Executive either knowingly engages in providing inaccurate information or knowingly fails to timely correct inaccurate information relating to those financial statements or performance metrics;
Incentive Compensation Recovery. Notwithstanding anything in the Agreement to the contrary, in the event of a significant restatement of the Company’s financial results (as determined by the Board in good faith), the Board will review all compensation that was made to the Executive on the basis of having met or exceeded specific performance targets for performance periods beginning after January 1, 2007 which occur during the restatement period. If a lower payment of performance-based compensation would have been made to Executive based upon the restated financial results, the Board will, to the extent permitted by applicable law, seek to recoup from Executive for the benefit of the Company the amount by which Executive’s incentive compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results on a net after-tax basis, plus a reasonable rate of interest; provided, however, that the Board shall not seek to recoup incentive compensation paid more than three (3) years before the date the applicable restatement is disclosed. For the avoidance of doubt, this Section 5 shall not relate to the gain recognized on any stock option, the compensation received in respect of any restricted stock or restricted stock unit grant, or any other variety of equity-based compensation, whether made on or after the Commencement Date, that has a vesting schedule based on the passage of time and the continued performance of services, and not on the achievement of any performance objectives. Similarly, this Section 5 shall not apply to any award that has or had alternative vesting criteria unrelated to the performance objective affected by the restatement that have otherwise been satisfied at the time of the restatement. A “significant restatement” shall mean a restatement of the Company’s financial statements for 2007 or any year thereafter which, in the good faith opinion of the Company’s independent registered public accounting firm, is required to be implemented pursuant to generally accepted accounting principles, but excluding any restatement which is required with respect to a particular year as a consequence of a change in generally accepted accounting rules effective after the publication of the financial statements for such year. Notwithstanding the immediately preceding sentence, a significant restatement shall not include any restatement that (i) occurs more than three years following the date that the Employment Term ends, (ii) is requ...
Incentive Compensation Recovery. An Award granted under this Agreement will be subject to the Company’s Incentive Compensation Recovery Policy, and the provisions of Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, Section 10D to the Exchange Act, Rule 10D-1 under the Exchange Act, and Section 303A.14 of the NYSE Listed Company Manual, as well as any similar policy of the Company, law, regulation or listing standard regarding incentive compensation recovery, in each case as in effect from time to time and to the extent such policy, law, regulation or listing standard applies to the Award in accordance with its terms. KLG1_55_1033490_1
Incentive Compensation Recovery. For the purposes of the UK Sub-Plan, a new Section 15 shall be added as follows:
Incentive Compensation Recovery. Shares issued pursuant to this Award Agreement will be subject to the terms and conditions of the Company’s Incentive Compensation 2023 RSA E/NONS Recovery Policy, Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, Section 10D and Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the New York Stock Exchange (NYSE) Listed Company Manual, as well as any similar, modified or subsequent policy of the Company, law, regulation or listing standard regarding the potential recovery or “claw back” of incentive compensation, in each case as in effect from time to time and to the extent such policy, law, regulation or listing standard applies to this Award Agreement and the Shares issued pursuant hereto in accordance with its terms. 2023 RSA E/NONS
Incentive Compensation Recovery. Executive agrees that Executive shall repay to the Company any bonus and incentive compensation paid to Executive during the Participation Period, if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria. This repayment shall not be limited to a specific recovery period, material inaccuracies in financial reporting statements, or inaccuracies that result in accounting restatements. The recovery encompasses all incentive compensation paid to Executive as a result any determination of achievement of a performance metric that is later determined to have been based on material inaccuracies related to financial reporting.
Incentive Compensation Recovery. Notwithstanding any provision of this Agreement to the contrary, any incentive compensation paid or payable to Executive hereunder shall be subject to repayment and/or claw-back obligations arising under applicable law or otherwise implemented by the Compensation Committee with respect to Peer Executives. [Signature Page Follows This Page]
