Recovery of Excess Incentive Compensation Sample Clauses

Recovery of Excess Incentive Compensation. If Adtalem Global Education Inc. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all Recoverable Compensation from any Covered Person. The Company’s obligation to recover Recoverable Compensation is not dependent on if or when the restated financial statements are filed. Subject to applicable law, the Board may seek to recover Recoverable Compensation by requiring a Covered Person to repay such amount to the Company; by adding “holdback” or deferral policies to incentive compensation; by adding post-vesting “holding” or “no transfer” policies to equity awards; by set-off of a Covered Person’s other compensation; by reducing future compensation; or by such other means or combination of means as the Board, in its sole discretion, determines to be appropriate. This Policy is in addition to (and not in lieu of) any right of repayment, forfeiture or off-set against any Covered Person that may be available under applicable law or otherwise (whether implemented prior to or after adoption of this Policy). The Board may, in its sole discretion and in the exercise of its business judgment, determine whether and to what extent additional action is appropriate to address the circumstances surrounding any Restatement to minimize the likelihood of any recurrence and to impose such other discipline as it deems appropriate. Additionally, the Board may, in its sole discretion, take action to recover Incentive-Based Compensation if any Covered Person breaches or violates a restrictive covenant or engages, participates in or is determined by the Board to be guilty of misconduct or intentional or reckless acts or omissions or serious neglect of responsibilities that cause or contributes to a significant financial loss or reputational harm to the Company or its institutions even in the absence of a Restatement.