Recovery of Incentive Compensation. This award of Restricted Stock Units and any cash or other compensation received by Participant pursuant to this award that constitutes incentive-based compensation may be subject to recovery by the Company under any compensation recovery, recoupment or clawback policy that the Company may adopt from time to time, including without limitation any policy that the Company may be required to adopt under Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Stock may be listed. Participant shall promptly return any such incentive-based compensation that the Company determines it is required to recover from Participant under any such policy.
Recovery of Incentive Compensation. Notwithstanding anything herein to the contrary, the Executive agrees that all incentive compensation, including cash and equity awards payable to the Executive under this Agreement or otherwise, shall be subject to any clawback policy adopted or implemented by the Board and all other applicable Company policies, consistent with applicable law.
Recovery of Incentive Compensation. In the event Executive receives compensation that was based on financial statements or performance metric criteria that are determined to be materially inaccurate, Executive shall repay the Employer upon demand the amount of the bonus or incentive compensation received by Executive in excess of the amount that would have been paid to Executive had the inaccurate statements or criteria been accurate.
Recovery of Incentive Compensation. Until such time as the UST ceases to own any debt or equity securities of the Corporation acquired pursuant to the CPP, in the event Executive receives a bonus or any other incentive compensation from the Corporation based on financial statements or performance metric criteria later determined by the Corporation’s Compensation Committee, in its sole discretion, to be materially inaccurate, Executive agrees to repay the Corporation, in cash and within 30 days of a written demand therefore, the amount of the bonus or incentive compensation received by Executive in excess of the amount that would have been paid to Executive had the inaccurate statements or criteria been accurate.
Recovery of Incentive Compensation. Notwithstanding anything herein to the contrary, the Employee agrees that incentive compensation payable to the Employee under this Agreement or otherwise shall be subject to any clawback policy adopted or implemented by the Company in respect to the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and such regulations as are promulgated thereunder from time to time, or in respect to any other applicable law, regulation or Company policy.
Recovery of Incentive Compensation. You acknowledge and agree that incentive compensation granted to you following the Effective Date relating to your employment with the Company shall be subject to the terms of the Company’s policies on the recovery of incentive cash compensation (sometimes referred to as “clawback”) as in effect from time to time; provided that all of your incentive compensation, whenever granted, shall be subject to such additional clawback provisions as required by law and applicable listing rules.
Recovery of Incentive Compensation. If the Board determines, in its sole discretion, that a Covered Executive engaged in fraud or illegal activity and as a result there was a substantial negative impact to the Company or its financial condition, then the Covered Executive shall, as directed by the Board and to the extent permitted by law: (a) forfeit any outstanding equity-based awards, vested or unvested, granted by the Company to the Covered Executive during the Company's fiscal year in which the fraud or illegal activity was discovered, and (b) repay the Company, in cash and upon demand, an amount up to (i) the gross amount paid to the Covered Executive under the Company's Incentive Compensation Plan and/or the Company's 2006 Annual Incentive Compensation Plan for Senior Executives for each of the three most recently completed fiscal years of the Company (assuming for this purpose that any deferral of this payment made by the Covered Executive to the Company's 2005 Deferred Compensation Plan was paid to the Covered Executive), (ii) the aggregate Fair Market Value (as defined in the Company's 2006 Long-Term Incentives Plan, as amended) paid to the Covered Executive upon the vesting of performance share awards for each of the three most recently completed performance periods for such awards and (iii) the gains (i.e., taxable income) received in the preceding three years upon the exercise of stock options granted to the Covered Executive by the Company (assuming, for this purpose, that any incentive stock option was a nonqualified stock option). Notwithstanding the foregoing, no forfeiture or repayment shall be required by virtue of the immediately preceding sentence on or after the date of a Change of Control (as defined in the Company's 2006 Long-Term Incentives Plan, as amended) unless and until there shall have been delivered to the Covered Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Company's Board of Directors at the meeting of the Board called and held for such purpose (after reasonable notice is provided to the Covered Executive and the Covered Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Covered Executive engaged in fraud or illegal activity and as a result there was a substantial negative impact to the Company or its financial condition, and specifying the particulars thereof in detail. A Co...
Recovery of Incentive Compensation. Any cash or other compensation received by Executive under this Agreement that constitutes incentive-based compensation may be subject to recovery by Bankshares under any compensation recovery, recoupment or clawback policy that Bankshares may adopt from time to time, including, without limitation, any policy that Bankshares may be required to adopt under Section 954 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder or the requirements of any national securities exchange on which Bankshares stock may be listed. Executive shall promptly return any such incentive-based compensation that Bankshares determines it is required to recover from Executive under any such policy.
