Negative Discretion Clause Samples
The Negative Discretion clause defines the right of a party, typically an employer or administrator, to limit or withhold the exercise of discretionary powers that might otherwise benefit another party, such as an employee or plan participant. In practice, this means that even if a bonus, award, or benefit could be granted under a plan, the party with negative discretion can choose to reduce or eliminate it based on specific criteria or circumstances, such as company performance or individual conduct. This clause serves to provide flexibility and control, allowing the decision-maker to manage risk and ensure that rewards are only given when appropriate, thereby protecting the interests of the organization.
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Negative Discretion. Notwithstanding any other provision of this Section 9, the Committee retains the discretion to reduce the amount of any Award Opportunity, including a reduction of such amount to zero. By way of illustration, and not in limitation of the foregoing, the Committee may, in its discretion, determine (i) not to grant a pro-rated Award Opportunity pursuant to Section 9.A above, (ii) not to adjust an outstanding Award Opportunity pursuant to Section 9.B above, (iii) to grant a pro-rated Award Opportunity in a smaller amount than would otherwise be provided by Section 9.A above, or (iv) to adjust an outstanding Award Opportunity to produce a smaller Award Opportunity than would otherwise be provided by Section 9.B above.
Negative Discretion. The Committee may exercise negative discretion consistent with Section 162(m) of the Code to reduce the payment under this Agreement.
Negative Discretion. Except during a Change of Control Coverage Period or after the occurrence of a Change of Control, the Compensation Committee may exercise negative discretion with respect to the 2015-2017 Incentive Performance Units and related Dividend Equivalents and may determine, in light of such Corporation or individual performance or other factors as the Compensation Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Compensation Committee will not award Grantee the full applicable Calculated Maximum Payout Share Units and related Dividend Equivalents amount that the Compensation Committee is authorized to award pursuant to Section 8.2(b), or any of such amount. The Compensation Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. Among other things, the Compensation Committee may exercise its negative discretion such that a Final Award appropriately reflects considerations based on the totality of results over the full overall performance period, and may cancel the full applicable potential award amount if the Committee determines that the totality of performance results over the entire performance period adversely impacts the safety and soundness of PNC. If the Compensation Committee so determines to exercise its negative discretion pursuant to this Section 8.2(c), the Final Award, if any, will be further reduced accordingly; provided, however, that the Compensation Committee will not have authority to exercise negative discretion if a Change of Control Coverage Period has commenced and has not yet ended or if a Change of Control has occurred.
Negative Discretion. The Committee may exercise negative discretion with respect to the Award and may determine, in light of PNC or individual performance or other factors as the Committee may deem appropriate, that notwithstanding the levels of corporate and risk performance achieved by PNC, the Committee will not award you the full maximum Payout Share Units eligible for authorization. • The Committee may use its negative discretion to reduce the size of the Final Award or to cancel the full applicable potential award amount. • The Committee will have no discretion to reduce the maximum Payout Share Units following a Change of Control or during a Change of Control Coverage Period. • In the event (a) your termination of employment with PNC is an Anticipatory Termination, (b) a Change of Control is pending, and (c) the Committee-determined Final Award Date occurs prior to the Change of Control, the Committee will have no discretion to reduce your calculated maximum Payout Share Units under these circumstances.
Negative Discretion. This Award is intended to constitute a Performance Compensation Award that qualifies as “qualified performance-based compensation” under Section 162(m) of the Code and, therefore, is subject to all provisions of Section 6(e) of the Plan, including the Committee’s authority to reduce or eliminate the number of RSUs awarded to you pursuant to this Award Agreement, even if the Performance Goals have been achieved and without regard to your Employment Agreement.
Negative Discretion. The Committee may use negative discretion and adjust any annual incentive award payment downward, using any subjective or objective measures as it shall determine. The application of any reduction, and the methodology used in determining any such reduction, is in the sole discretion of the Committee.
Negative Discretion. The 2011 Agreement and the 2012 Agreement are each hereby amended to add a new Section 19 to the end thereof:
Negative Discretion. The Committee may use negative discretion and adjust any annual incentive award payment downward, using any subjective or objective measures as it shall determine, including but not limited to the 20% limitation described in the following sentence. The 20% limitation means that no more than 20% of after-tax earnings that are in excess of planned earnings at the business unit level for operating company executives and at the MDU Resources Group level for corporate executives will be paid in annual incentives to executives. The application of this limitation or any other reduction, and the methodology used in determining any such reduction, is in the sole discretion of the Committee.
Negative Discretion. In determining the actual amount of an individual Performance Compensation Award for a Performance Period, the Committee may, in its sole and plenary discretion, reduce or eliminate the amount of the Award earned in the Performance Period, even if applicable Performance Goals have been attained and without regard to any employment agreement between the Company and a Participant.
Negative Discretion. At any time on or prior to the settlement of the award, the Committee may, through the use of negative discretion, reduce or eliminate any and all amounts that would otherwise be payable as provided herein.