Recoupment Provision. In the event that Participant commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee may direct the Company to (i) cancel any outstanding portion of the PSUs and (ii) recover all or a portion of the financial gain realized by Participant through the PSUs.
Recoupment Provision. In the event of a restatement of the Company’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the Executive shall be bound by such determination:
Recoupment Provision. In the event of intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Human Resources & Compensation Committee of the Board in its sole discretion, and the Team Member shall be bound by such determination:
Recoupment Provision. In the event that Participant commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee may direct the Company to (i) cancel any outstanding portion of the RSUs and (ii) recover all or a portion of the financial gain realized by Participant through the RSUs. Further, Participant agrees that the RSUs and any financial gain realized by Participant through the RSUs shall be subject to forfeiture and/or repayment to the Company to the extent required to comply with any applicable laws or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, including, without limitation, pursuant to Section 954 of the U.S. Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010.
Recoupment Provision. In the event that Participant commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee may direct the Company to (i) cancel any outstanding portion of the Options and (ii) recover all or a portion of the financial gain realized by Participant through exercise of the Options.
Recoupment Provision. In the event that Participant commits fraud or engages in intentional misconduct that results in a need for the Company to restate its financial statements, then the Committee may direct the Company to (i) cancel any outstanding portion of the RSUs and (ii) recover all or a portion of the financial gain realized by Participant through the RSUs. Participant shall also be subject to the provisions of Section 19 of the Plan regarding recoupment of compensation payable under the RSUs.
Recoupment Provision. In the event of a restatement of the Company’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the Executive shall be bound by such determination: (a) cancel all or a portion of the PSUs, whether earned or unearned, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion of PSUs to Shares or the sale of Shares related to the Award. The term “restatement” shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term “intentional misconduct” shall be limited to conduct that the Compensation Committee determines indicates intent to mislead management, the Board, or the Company’s shareholders, but shall not include good faith errors in judgment made by the Executive. The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company’s deferred compensation plans to the extent permitted under Code Section 409A. The Executive further agrees that the terms of this Section shall survive the Executive’s termination of Service and any conversion of the Award into Shares. This Section 13 shall not apply, and no amounts may be recovered hereunder, following a Change in Control. 14.
Recoupment Provision. (1) The Purchaser acknowledges and agrees that its sole source of indemnification and recovery for Damages and any payment due by the Vendor to the Purchaser pursuant to Section 4.2(a) shall be made from the following sources and in the following order of priority: (a) first, subject to the provisions of Article 4, including the limitations set forth in Article 4, from the Retention Holdback Amount; (b) second, by claims under the R&W Insurance Policy, except in the case of fraud or intentional misrepresentation, and (c) third, from the Vendor with respect to (i) breaches of the Fundamental Representations and (ii) any fraud or intentional misrepresentation.
Recoupment Provision. The provisions of this Section 12 apply only if the Team Member is at the officer level or above on the Grant Date. In the event of intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Human Resources & Compensation Committee of the Board in its sole discretion, and the Team Member shall be bound by such determination:
Recoupment Provision. As an additional condition of receiving this award of RSUs, Participant agrees that the award of RSUs, whether vested or unvested, and any Shares issued under the RSU (and any proceeds therefrom), shall be subject to deduction, clawback, forfeiture, and/ or repayment to the Company to the extent required (i) under the Company’s Clawback/Recoupment Policy, any other compensation clawback or recoupment policy in effect as of the Grant Date or, to the extent adopted by the Board following the Grant Date, any similar policy applicable to circumstances where Participant engages in misconduct, fraud, a violation of law or other similar circumstances, and, in each case, as may be amended from time to time and (ii) to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing standards.
