Potential Clawback. The Employee acknowledges that he or she has been provided a copy of the Company’s Incentive Compensation Recovery Policy, dated February 4, 2014 (the “Recovery Policy”), and understands, accepts and agrees that this grant in this Agreement of Restricted Shares and Restricted Mutual Fund Shares, and any other outstanding Award he or she may have been granted under the Plans after May 8, 2013 (a “Prior Award”) are subject to the terms and conditions of the Recovery Policy as it currently exists and as it may be amended from time to time, which include the potential forfeiture to or recovery by the Company of the Restricted Stock Award or the MFRS Award, any Prior Award, any Shares issued or mutual fund shares vested pursuant to this Agreement or any Prior Award, any proceeds received by the Employee upon the sale of any such Shares or mutual fund shares, and any other compensatory value received by Employee under the Restricted Stock Award, the MFRS Award or any Prior Award under the circumstances and to the extent set forth in the Recovery Policy. This Agreement may be unilaterally amended by the Committee at any time to comply with the Recovery Policy as it may be amended from time to time.
Potential Clawback. This Award and any compensation associated therewith is subject to the Company’s Incentive Compensation Recovery Policy and may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including any amendment to the Company’s Incentive Compensation Recovery Policy in effect as of the date hereof or in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. This Agreement may be unilaterally amended by the Committee at any time to comply with any such compensation recovery policy.
Potential Clawback. This Award and any compensation associated therewith may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. This Agreement may be unilaterally amended by the Committee at any time to comply with any such compensation recovery policy.
Potential Clawback. The Employee acknowledges that he or she has been provided a copy of the Company’s Incentive Compensation Recovery Policy, dated February 4, 2014 (the “Recovery Policy”), and understands, accepts and agrees that this Award and any other outstanding Award he or she may have been granted under the Plan after May 8, 2013 (a “Prior Award”) are subject to the terms and conditions of the Recovery Policy as it currently exists and as it may be amended from time to time, which include the potential forfeiture to or recovery by the Company of this Award, any Prior Award, any Shares issued pursuant to this Award or any Prior Award, any proceeds received by the Employee upon the sale of any such Shares, and any other compensatory value received by Employee under this Award or any Prior Award under the circumstances and to the extent set forth in the Recovery Policy. This Agreement may be unilaterally amended by the Committee at any time to comply with the Recovery Policy as it may be amended from time to time.
Potential Clawback. The Restricted Shares and any Shares which vest in accordance with the terms of this Agreement, and any compensation associated therewith, including any proceeds received upon the sale of any Shares by the Employee, may be made subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. This Agreement may be unilaterally amended by the Committee at any time to comply with any such compensation recovery policy.
Potential Clawback. If the Net Sales of the BioD Companies for the Second Earn Out Year fall short of the Net Sales of the BioD Companies for the First Earn Out Year (the amount of any such shortfall, the “Second Year Shortfall”), the First Year Suspense Amount will be offset and reduced, but not below zero, by an aggregate amount equal to **** times the dollar amount of the Second Year Shortfall. To the extent any First Year Suspense Amount is so offset and reduced, it will not be paid.
Potential Clawback. In the event that Employee’s employment with the Company or its affiliates is terminated prior to the Retention Date (as defined below) by (a) the Company for Cause or (b) Employee other than for Good Reason, Employee shall repay to the Company, in immediately available funds, an amount equal to the Retention Bonus, within thirty (30) days following the date of Employee’s termination of employment, and, in order to satisfy such repayment, Employee agrees that the Company may, subject to Section 9 of this Agreement, offset against, and Employee authorizes the Company to deduct from, any payments due to Employee, or to his or her estate, heirs, legal representatives or successors. For the avoidance of doubt, in the event that Employee’s employment with the Company or its Affiliates is terminated either (x) prior to the Retention Date by (i) the Company without Cause or (ii) Employee for Good Reason, or (y) on or following the Retention Date for any reason or no reason at all, Employee shall not be required to repay the Retention Bonus.
Potential Clawback. If the Net Sales of the BioD Companies for the Second Earn Out Year fall short of the Net Sales of the BioD Companies for the First Earn Out Year (the amount of any such shortfall, the “Second Year Shortfall”), the First Year Suspense Amount will be offset and reduced, but not below zero, by an aggregate amount equal to **** times the dollar amount of the Second Year Shortfall. To the extent any First Year Suspense Amount is so offset and reduced, it will not be paid. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
Potential Clawback. If Consultant (A) violates any of Consultant’s obligations under Section 11, (B) engages in conduct constituting Cause while providing services to the Company, or (C) violates any provision of any clawback or recoupment policy adopted by the Company, as the same may be amended from time to time, then Consultant’s right to receive a CiC Bonus shall immediately be forfeited and cancelled and Consultant shall promptly repay to the Company any amounts received pursuant to this Section 5(d) upon the Company’s demand.
Potential Clawback
