Common use of Xxxx-Xxxxx Clawback Clause in Contracts

Xxxx-Xxxxx Clawback. Notwithstanding any other provision of this Agreement to the contrary, in order to comply with Section 10D of the Exchange Act, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if Financial Institutions is required to prepare an accounting restatement due to the material noncompliance of Financial Institutions with any financial reporting requirements under the securities laws, then the Executive shall return to Financial Institutions, or forfeit if not yet paid, the amount of any “incentive-based compensation” (as defined under the Clawback Requirements) received during the three-year period preceding the date on which Financial Institutions is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement as determined by Financial Institutions in accordance with the Clawback Requirements and any policy adopted by Financial Institutions pursuant to the Clawback Requirements.

Appears in 6 contracts

Samples: Executive Agreement (Financial Institutions Inc), Executive Agreement (Financial Institutions Inc), Amended And (Financial Institutions Inc)

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Xxxx-Xxxxx Clawback. Notwithstanding any other provision of this Agreement to the contrary, in order to comply with Section 10D of the Securities Exchange ActAct of 1934, as amended, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if Financial Institutions the Company is required to prepare an accounting restatement due to the material noncompliance of Financial Institutions the Company with any financial reporting requirements under the securities laws, then the Executive you shall return to Financial Institutionsthe Company, or forfeit if not yet paid, the amount of any “incentive-based compensation” (as defined under the Clawback Requirements) received during the three-year period preceding the date on which Financial Institutions the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive you under the accounting restatement as determined by Financial Institutions the Company in accordance with the Clawback Requirements and any policy adopted by Financial Institutions the Company pursuant to the Clawback Requirements.. [Signature Page Follows]

Appears in 1 contract

Samples: Separation Agreement and Release of All Claims (Financial Institutions Inc)

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Xxxx-Xxxxx Clawback. Notwithstanding any other provision of this Agreement to the contrary, in order to comply with Section 10D of the Securities Exchange ActAct of 1934, as amended, and any regulations promulgated, or national securities exchange listing conditions adopted, with respect thereto (collectively, the “Clawback Requirements”), if Financial Institutions the Company is required to prepare an accounting restatement due to the material noncompliance of Financial Institutions the Company with any financial reporting requirements under the securities laws, then the Executive you shall return to Financial Institutionsthe Company, or forfeit if not yet paid, the amount of any “incentive-based compensation” (as defined under the Clawback Requirements) received during the three-year period preceding the date on which Financial Institutions the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive you under the accounting restatement as determined by Financial Institutions the Company in accordance with the Clawback Requirements and any policy adopted by Financial Institutions the Company pursuant to the Clawback Requirements.. [SIGNATURES ON FOLLOWING PAGE]

Appears in 1 contract

Samples: Separation Agreement and Release of All Claims (Financial Institutions Inc)

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