Common use of Malus Clause in Contracts

Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the RSUs is otherwise warranted, the Committee may, in its absolute discretion: 5.6.1 in the case of any unvested RSUs, reduce, lapse or forfeit all or part of such RSUs and/or amend or alter any vesting conditions applying to such RSUs; and 5.6.2 in the case of any vested RSUs, by written notice to the relevant Participant require that Participant pay to the Company the prevailing after tax cash value of the Ordinary Shares arising from the vesting of such RSUs (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of Ordinary Shares arising from the vesting of such RSUs, within 30 business days of receipt of such notice. For the purposes of this Section 5.6(a), an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where a RSU, which would not have otherwise vested, vests or remains capable of vesting as a result of such circumstances. For the purposes of this Section 5.6(b), such circumstances are limited to: (A) fraud or dishonesty on the part of the Participant; (B) breach of any obligations owed by the Participant to the Group; (C) bankruptcy of the Participant; or (D) any material misstatement of financial accounts by the Participant.

Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the RSUs is otherwise warranted, the Committee may, in its absolute discretion: 5.6.1 in the case of any unvested RSUs, reduce, lapse or forfeit all or part of such RSUs and/or amend or alter any vesting conditions applying to such RSUs; and 5.6.2 in the case of any vested RSUs, by written notice to the relevant Participant require that Participant (i) pay to the Company the prevailing after tax cash value of the Ordinary Shares arising from the vesting of such RSUs (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of Ordinary Shares arising from the vesting of such RSUs, within 30 business days of receipt of such notice. For the purposes of this Section 5.6(a), an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where a RSU, which would not have otherwise vested, vests or remains capable of vesting as a result of such circumstances. For the purposes of this Section 5.6(b), such circumstances are limited to: (A) fraud or dishonesty on the part of the Participant; (B) breach of any obligations owed by the Participant to the Group; (C) bankruptcy of the Participant; or (D) any material misstatement of financial accounts by the Participant.

Malus. In the event of any circumstances which (a) would lead the Participant receiving or being eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion that a reduction or clawback of the RSUs is otherwise warranted, the Committee may, in its absolute discretion: 5.6.1 4.6.1 in the case of any unvested RSUs, reduce, lapse or forfeit all or part of such RSUs and/or amend or alter any vesting conditions applying to such RSUs; and 5.6.2 4.6.2 in the case of any vested RSUs, by written notice to the relevant Participant require that Participant (i) pay to the Company the prevailing after tax cash value of the Ordinary Shares arising from the vesting of such RSUs (with such payment to be made within 30 business days of receipt of such notice); or (ii) pay to the Company the proceeds (net of tax) arising from an on-market sale of the Ordinary Shares arising from the vesting of such RSUs, within 30 business days of receipt of such notice. For the purposes of this Section 5.6(a4.6(a), an unfair benefit may, in the absolute discretion of the Committee, be considered to arise where a RSU, which would not have otherwise vested, vests or remains capable of vesting as a result of such circumstances. For the purposes of this Section 5.6(b4.6(b), such circumstances are limited to: (A) fraud or dishonesty on the part of the Participant; (B) breach of any obligations owed by the Participant to the Group; (C) bankruptcy of the Participant; or (D) any material misstatement of financial accounts by the Participant.