Malus and Clawback. For the purposes of the UK Sub-Plan, a new Section 13 shall be added as follows:
Malus and Clawback. The Grantee acknowledges that the Phantom Units granted (and any associated DERs) and the Units and cash, if any, issued hereunder are subject to Malus and Clawback as provided in Sections 8(q), (r) and (s) of the Plan.
Malus and Clawback. All performance-related remuneration awarded to you, including but not limited to any annual bonus and GSIP/ MCIP awards, is subject to malus and clawback as follows: Malus: If the Committee considers that there is: • a significant downward restatement of the financial results of Unilever; • reasonable evidence of gross misconduct or gross negligence by you; • reasonable evidence of material breach by you of Unilever’s Code of Business Principles or Code Policies; • breach of restrictive covenants by which the individual has agreed to be bound; and/or • reasonable evidence of conduct by you that results in significant losses or reputational damage to Unilever it may, in its discretion, at any time prior to your performance-related remuneration vesting or being paid, decide that some or all of your performance-related remuneration (which is subject to this malus and clawback provision) will be reduced, lapse or be subject to additional conditions, or the delivery of your performance-related remuneration will be delayed.
Malus and Clawback. For the purposes of the UK Sub-Plan, a new Section 13 shall be added as follows: “13 Malus and Clawback “13.1 This Section 13 applies in relation to an Award if (a) either or both of Sections 13.2 and/or 13.3 apply, and (b) Section 13.4 applies. “13.2 This Section 13.2 applies in relation to an Award if the Board Committee, at its discretion, determines that any of the following circumstances exist: (a) the Participant has participated in or was responsible for conduct which resulted in significant losses to a Group Company, (b) the Participant has failed to meet appropriate standards of fitness and propriety, (c) the Company has reasonable evidence of fraud or material dishonesty by the Participant, (d) the Company has become aware of any material wrongdoing on the part of the Participant, (e) the Participant has acted in a manner which in the opinion of the Board Committee has brought or is likely to bring any Group Company into material disrepute or is materially adverse to the interests of any Group Company, (f) there is a breach of the Participant’s employment contract that is a potentially fair reason for dismissal, (g) the Participant is in breach of a fiduciary duty owed to any Group Company or any client or customer of a Group Company, (h) the Participant participates in a ‘lift out’ of a team or group of employees, or whether alone or with others entices or otherwise encourages a team or group of employees to move to another firm, (i) a Participant who has ceased to be an Employee was in breach of his or her employment contact or fiduciary duties in a manner that would have prevented the grant, vesting or exercise of the Award had the Company been aware (or fully aware) of that breach, and which the Company was not aware (or fully aware) until after either (1) both the Participant’s ceasing to be an employee and the time the Award Shares were acquired by the Participant pursuant to the Award, or (2) there was a material error in determining whether the Award should be granted or determining the size and nature of the Award. “13.3 This Section 13.3 applies in relation to an Award if the Board Committee, at its discretion, determines that either of the following circumstances exist: (a) a Group Company mis-stated any financial information (whether or not audited) for any part of a financial year that was taken into account in (i) determining whether the Award should be made, or (ii) determining the size and nature of the Award, or (b) a Group Compa...
Malus and Clawback. CIRCUMSTANCES The RemCo shall be entitled, at its discretion, to apply malus to any unvested Award (or any part of any unvested Award) and/or at any time in the first year after an AIP Award is paid or at any time in the two years after a DLTIP Award is released to the Employee (the "Clawback Period") clawback to any vested Award (or any part of any vested Award). Clawback will not apply to DBSP Awards.
Malus and Clawback. The Executive hereby agrees that he is subject to, and shall comply at all times with, any and all policies adopted by Shire as in effect from time to time which all constitute directives within the meaning of article 321d of the Swiss Code of Obligations and the Executive is obliged to comply with them. Without limiting the foregoing, all cash and equity awards granted to Executive on or after the Date of Employment will be subject to Shire's policies and relevant plan rules regarding malus and clawback, as in effect from time to time. Currently, the Company may reduce remuneration prior to payment or vesting ("Malus"), or may, in limited circumstances, require recovery or repayment of payments or benefits already provided, including the surrender of shares acquired under any equity incentive (or payment in respect of such shares) or other benefits provided ("Clawback"). Any Clawback may be effected by way of deduction from any sums due in the future (including salary and future cash bonus or equity awards). The circumstances in which Clawback can occur include, but are not limited to, engaging in misconduct or a material misstatement of Shire's published financial results. Whether or not Clawback is applied will be decided by the Remuneration Committee on a case-by-case basis in its sole discretion.
Malus and Clawback. “13.1 This Section 13 applies in relation to an Award if (a) either or both of Sections 13.2 and/or 13.3 apply, and (b) Section 13.4 applies.
Malus and Clawback. If the Participant is a Material Risk Taker of Aon Securities Limited or Aon Investments Limited, then the Award is subject to Aon’s Material Risk Takers Variable Pay Adjustment Policy (the “MRT Policy”). The MRT Policy provides that Aon will have the discretion to cancel, or require reimbursement of, all or part of the Award in certain circumstances. The Participant can obtain a copy of the MRT Policy from their HR business partner. If the Participant is subject to the MRT Policy, by accepting this Agreement, the Participant hereby agrees and acknowledges that the Participant will be bound by the MRT Policy including without limitation Aon’s discretion to cancel or require reimbursement of all or part of the Award in the circumstances set out within such policy.
Malus and Clawback. 18.1. The Employee acknowledges that in order to comply with UK corporate governance standards the discretionary bonus arrangements and share incentive plans operated by the Company from time to time (the Plans) include, or may in the future include, provisions which in certain circumstances allow for the reduction of amounts payable to the Employee and/or for the Employee to repay to the Company all or part of any amounts received by him pursuant to those Plans. The Employee hereby agrees to be bound by such provisions of the Plans both during and following the Employment and, without prejudice to clause 3.4, acknowledges the right of the Company to deduct from any amount payable to him any amount he owes to the Company or any Group Company pursuant to the Plans.
Malus and Clawback. 11.1 The Option will be subject to such adjustments and deductions (malus) or recovery (clawback) as may be required to be made upon reasonable evidence that the Option Holder contributed to, or was materially responsible for:
