Recoupment of Incentive Compensation. All incentive or equity compensation paid to Executive during the Employment Term or the Severance Period will be subject to the terms of the Company’s recoupment policy in effect from time to time.
Recoupment of Incentive Compensation. Performance-related bonuses and other incentive compensation, including equity awards, paid or granted to Executive will be subject to the terms of any policy of recoupment adopted or amended from time to time by the Board or the Committee as they deem necessary or desirable to comply with the requirements of Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with either of those Acts, which policy is incorporated into this Agreement by this reference.
Recoupment of Incentive Compensation. In the event of a material restatement of financial results, other than as a result of a change in accounting principles (a “Restatement”) where a Covered Officer engaged in fraud or Misconduct that caused the need for the Restatement, the Board will review all Incentive Compensation paid to Covered Officers on the basis of having met or exceeded specific performance targets for performance periods during the Restatement period. To the extent permitted by applicable law, the Board will seek to recoup Incentive Compensation, in all appropriate cases (taking into account all relevant factors, including whether the assertion of a recoupment claim may prejudice the interests of the Company in any related proceeding or investigation), paid to any Covered Officer on or after March 6, 2013, if and to the extent that (i) the amount (or vesting) of Incentive Compensation was calculated based upon the achievement of certain financial results that were subsequently reduced due to a Restatement, and (ii) the amount (or vesting) of Incentive Compensation that would have been paid (or, in the case of equity-based compensation, vested) to the Covered Officer had the financial results been properly reported would have been lower than the amount actually paid (or, in the case of equity-based compensation, vested). In the case of equity awards that vested based on the achievement of financial results that were subsequently reduced, the Board also may seek to recover gains from the sale or disposition of vested shares (including shares purchased upon the exercise of options that vested based on the achievement of financial results). In addition, the Board may to the extent it deems appropriate determine to cancel outstanding equity awards where the Board or the Compensation Committee took into account the financial performance of the Company in granting such awards and the financial results were subsequently reduced due to such a Restatement.
Recoupment of Incentive Compensation. Performance-related bonuses and other incentive compensation, including equity awards, paid or granted to Executive will be subject to the terms of any policy of recovery or recoupment of compensation adopted from time to time by the Board or the Committee (as any such policy may be amended) as they deem necessary or desirable to provide for recovery of erroneously awarded compensation, including, without limitation, to comply with the requirements of Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and the national securities exchange on which the Company’s stock is listed, adopted in accordance with either of those Acts, which policy is incorporated into this Agreement by this reference.
Recoupment of Incentive Compensation. This grant of Performance Shares shall be subject to the terms of any policy of recoupment of compensation adopted by the Company as provided for in Section 15.3 of the Plan and Participant hereby agrees to the requirements of this Section 4.5.
Recoupment of Incentive Compensation. The Board of Directors has adopted a policy which sets forth conditions under which the Companies will require reimbursement with respect to incentive compensation paid or awarded to an executive level employee when the incentive compensation is based on publicly reported financial statements that are required to be restated to correct an accounting error due to material noncompliance with the federal securities laws, gross negligence, fraud or misconduct. Executive agrees that incentive compensation (exclusive of the Retention Payments) paid to Executive by the Companies after the Effective Date shall be subject to the policy of the Board of Directors known as the “ProAssurance Corporation Policy Regarding the Recoupment of Certain Performance-Based Compensation Payments,” as currently in effect on date of this Agreement or as the same may be amended from time to time (the “Policy”).
Recoupment of Incentive Compensation. This grant of Restricted Stock shall be subject to the terms of any policy of recoupment of compensation adopted by the Company as provided for in Section 4(h) of the Employment Agreement and Participant hereby agrees to the requirements of this Section 3(d).
Recoupment of Incentive Compensation. The Board of Directors has adopted a policy which sets forth conditions under which the Companies will require reimbursement with respect to incentive compensation paid or awarded to an executive level employee when the incentive compensation is based on publicly reported financial statements that are required to be restated to correct an accounting error due to material noncompliance with the federal securities laws, gross negligence, fraud or misconduct. Executive agrees that incentive compensation (exclusive of the Retention Payments) paid to Executive by the Companies after the Effective Date shall be subject to the policy of the Board of Directors known as the “ProAssurance Corporation Policy Regarding the Recoupment of Certain Performance-Based Compensation Payments,” as currently in effect on date of this Agreement or as the same may be amended from time to time (the “Policy”). In addition and notwithstanding the foregoing, it is agreed that the policy shall be expanded and applicable to the Retention Payments, and to any incentive compensation paid to Executive after the Effective Date that would be affected, in the event the publicly reported financial statements of EASTERN are required to be restated to correct an accounting error due to material noncompliance with the federal securities laws, gross negligence, fraud or misconduct by EASTERN prior to the Effective Date.
Recoupment of Incentive Compensation. You acknowledge and agree that if the Company restates its financial results, the Company will review the Incentive Compensation paid to you hereunder to determine whether the payment of any such compensation was based, in whole or in part, on reported financial results that were subsequently modified as a result of the restatement. If the Company determines you would have received a lower amount of compensation than you were otherwise paid based upon the restated financial results, you will, promptly following receipt of written notice from the Company’s Board of Directors (whose determination of the amount of any overpayment made to you shall be final absent manifest error), repay to the Company the amount by which the board has indicated to you in writing that you have been overpaid. Notwithstanding the foregoing, the board (i) will not seek to recoup compensation paid hereunder if it is paid more than three years prior to the date the applicable restatement is publicly disclosed, and (ii) will not seek to recoup compensation from you if it determines, in its sole discretion, that fraud or misconduct by you was not a contributing factor to the restatement.
Recoupment of Incentive Compensation. By accepting this Award, you agree to reimburse AEP for compensation awarded, earned, received or paid to you under this Award agreement with respect to the relevant time period if the Board, in its discretion, determines that: · This restricted stock unit award or any compensation resulting from it was predicated upon the achievement of financial or other results that were subsequently materially restated or corrected, and · You engaged in misconduct that caused or partially caused the need for the restatement or correction, and · A lower payment would have been made to you based upon the restated or corrected financial results. Therefore, if and to the extent that, in the Board’s view, the above conditions have been met and such reimbursement is warranted by the facts and circumstances of the particular case or if the applicable legal requirements impose more stringent requirements on AEP to obtain reimbursement of such compensation, then you will be required to reimburse AEP for the value of such compensation paid to you. AEP also may retain any deferred compensation previously credited to you and not paid, provided that AEP will retain such deferred compensation only if, when and to the extent that it otherwise becomes payable to you. This right to reimbursement is in addition to, and not in substitution for, any and all other rights AEP might have to pursue reimbursement or such other remedies against an employee for misconduct in the course of employment by AEP or otherwise based on applicable legal considerations, all of which are expressly retained by AEP.
