Compensation Recovery Sample Clauses
The compensation-recovery clause establishes the right of a party to reclaim or offset compensation previously paid if certain conditions are not met or if overpayments occur. In practice, this clause may apply when an employee receives a bonus or incentive payment that is later found to be unearned, or if a contractor is overpaid due to an accounting error, allowing the paying party to recover the excess amount. Its core function is to ensure financial fairness and accuracy by providing a mechanism to correct payment discrepancies and prevent unjust enrichment.
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Compensation Recovery. This Award shall be subject to any compensation recovery policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting the Award, the Recipient agrees that all prior equity awards made by the Company to the Recipient shall become subject to the terms and conditions of the provisions of this Section 22.
Compensation Recovery. Notwithstanding anything in the Plan, this Agreement or any other agreement or declaration, Ashland will be entitled, to the extent permitted or required by applicable law, rule or regulation, Ashland policy and/or the requirements of an exchange on which Ashland securities are listed for trading, in each case, as in effect from time to time, to cancel this Award and/or to require the reimbursement or return of, recoup or otherwise recover equity or other compensation of whatever kind paid or delivered by Ashland or any of its Affiliates at any time to Participant under the Plan, as well as any profits or gains realized thereon. The provisions in this paragraph apply whether any such law, rule, regulation, Ashland policy and/or exchange listing requirement is in existence or applies as of the Grant Date or Vesting Date or is later adopted, modified or becomes applicable. By accepting this Award, Participant agrees to the provisions of this paragraph, agrees to comply with any Ashland request or demand for such recoupment, other recovery or cancellation/forfeiture, and agrees to be bound by any such applicable compensation recovery law, rule, regulation, exchange listing requirement and/or policy adopted in the discretion of Ashland (including, without limitation, policies to comply with applicable laws, rules, regulations and/or exchange listing requirements and any other policies). The provisions in this paragraph are not exclusive and are in addition to every other right or remedy at law or in equity that may be available to Ashland, including under the Plan and any other plan or agreements with Participant.
Compensation Recovery. The Award Shares shall be subject to being recovered under any compensation recovery policy that may be adopted from time to time by the Company or any of its Affiliates. For avoidance of doubt, compensation recovery rights to Award Shares shall extend to the proceeds realized by the Participant due to the sale or other transfer of the Award Shares.
Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the common stock of the Company may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
Compensation Recovery. At any time during the three years following the date on which the number of Performance Units subject to the Award has been determined under Section 2 above, the Company reserves the right to and, in appropriate cases, will seek restitution of all or part of any Shares that have been issued or cash that has been paid pursuant to this Award if:
(i) the number of Shares or the amount of the cash payment was calculated based, directly or indirectly, upon the achievement of financial results that were subsequently the subject of a restatement of all or a portion of the Company’s financial statements; and
(ii) the Grantee engaged in intentional misconduct that caused or partially caused the need for such a restatement; and
(iii) the number of Shares or the amount of cash payment that would have been issued or paid to the Grantee had the financial results been properly reported would have been lower than the number of Shares actually issued or the amount of cash actually paid; or
b. the Grantee has been determined to have committed a material violation of law or Company policy or to have failed to properly manage or monitor the conduct of an employee who has committed a material violation of law or Company policy whereby, in either case, such misconduct causes significant harm to the company. Furthermore, in the event the number of Shares issued or cash paid pursuant to this Award is determined to have been based on materially inaccurate financial statements or other Company performance measures or on calculation errors (without any misconduct on the part of the Grantee), the Company reserves the right to and, in appropriate cases, will (A) seek restitution of the Shares or cash paid pursuant to this Award to the extent that the number of Shares issued or the amount paid exceeded the number of Shares that would have been issued or the amount that would have been paid had the inaccuracy or error not occurred, or (B) issue additional Shares or make additional payment to the extent that the number of Shares issued or the amount paid was less than the correct amount. This Section 15 is not intended to limit the Company’s power to take such action as it deems necessary to remedy any misconduct, prevent its reoccurrence and, if appropriate, based on all relevant facts and circumstances, punish the wrongdoer in a manner it deems appropriate.
Compensation Recovery. The Company may cancel, forfeit or recoup any rights or benefits of, or payments to, the Participant hereunder, including but not limited to any Shares issued by the Company upon exercise of vested SARs or the proceeds from the sale of any such Shares, under any future compensation recovery policy that it may establish and maintain from time to time, to meet listing requirements that may be imposed in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or otherwise. The Company shall delay the exercise of its rights under this Section for the period as may be required to preserve equity accounting treatment.
Compensation Recovery. The Grantee’s rights with respect to this PSA Agreement and the Award (including any shares of Common Stock or other cash or property received by or on behalf of the Grantee with respect to the Award) will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition under the Company’s Recoupment Policy, as may be amended from time to time (“Recoupment Policy”), whether or not such policy is mandated by Applicable Law, or as may be necessary to comply with Applicable Laws, rules, regulations or stock exchange listing standards. For example (but not by way of limitation), the Grantee might be required to repay to the Company part or all of the shares of Common Stock (if any) that the Grantee receives under this PSA Agreement and to forfeit some or all of the Award at no cost to the Company. Further, if the Grantee receives any amount in excess of the amount the Grantee should have received under the terms of this PSA Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then the Grantee shall be required to promptly repay any such excess amount to the Company. No recovery of compensation under the Recoupment Policy or to comply with Applicable Laws, rules regulations or stock exchange listing standards will constitute “good reason” or “constructive termination” (or similar term) for the Grantee’s resignation under any agreement with the Company or any Affiliate. To satisfy any recoupment obligation arising under the Recoupment Policy or recovery policy of the Company or otherwise under Applicable Laws, rules, regulations or stock exchange listing standards, among other things, the Grantee expressly and explicitly authorizes the Company to issue instructions, on the Grantee's behalf, to any brokerage firm or stock plan service provider engaged by the Company to hold any shares of Common Stock or other amounts acquired pursuant to the Award to re-convey, transfer or otherwise return the shares of Common Stock and/or other amounts to the Company upon the Company’s enforcement of the Recoupment Policy or recovery policy. 12.
Compensation Recovery. Notwithstanding anything in this Agreement to the contrary, the Restricted Stock Units, Dividend Equivalent Rights and any shares of Stock issued pursuant to the Restricted Stock Units and any proceeds therefrom shall be subject to and remain subject to any compensation recovery policies of the Corporation, including (i) the Corporation’s Executive Officer Incentive Compensation Clawback Policy (as amended from time to time, or any successor policy), (ii) the Corporation’s Supplemental Discretionary Clawback Policy (as amended from time to time, or any successor policy), (iii) any recoupment, clawback or similar requirements made applicable by law, regulation or listing standards to the Corporation from time to time (to the extent contemplated by such requirements), or (iv) as may be adopted by the Corporation to help facilitate the Corporation’s objectives, including, without limitation, related to eliminating or reducing fraud, misconduct, wrongdoing, or violations of law by an employee or similar considerations and, in each case, as may be amended from time to time (the “Policies”), with the provisions contained in such Policies deemed incorporated into this Agreement without Participant’s additional or separate consent. For purposes of the foregoing, Participant expressly and explicitly authorizes the Corporation to cancel any unpaid portion of the Restricted Stock Units (whether vested or unvested) and to issue instructions, on Participant’s behalf, to any brokerage firm and/or third-party administrator engaged by the Corporation to hold any shares of Stock and other amounts acquired pursuant to the Restricted Stock Units to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Corporation upon the Corporation’s enforcement of the Policies. Participant acknowledges and agrees that the Corporation’s rights hereunder shall not be affected in any way by any subsequent change in status, including retirement or termination of employment (including due to death or Disability). Participant expressly agrees to indemnify and hold the Corporation and its Affiliates harmless from any loss, cost, damage, or expense (including attorneys’ fees) that the Corporation or any Affiliate may incur as a result of Participant’s actions or in the Corporation and any Affiliate’s efforts to recover such previously made payments or value pursuant to this provision. No recovery of compensation as described herein will be an event giving rise t...
Compensation Recovery. Any amounts paid pursuant to this Agreement shall be subject to recoupment in accordance with any clawback policy that Parent and/or the Company has adopted, adopts or is otherwise required by law to adopt, whether pursuant to the listing standards of any national securities exchange or association on which the Parent’s securities are listed, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and/or other applicable law.
Compensation Recovery. Notwithstanding any other provision of this Agreement, this Award and any Shares or cash received in settlement thereof will be subject to (i) to the extent applicable to you, the Company’s Executive Compensation Clawback Policy as in effect from time to time; and (ii) forfeiture to or reimbursement of the Company under the circumstances and to the extent provided in Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 if you are one of the individuals expressly subject to such Section 304 or if you knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly negligently failed to prevent the misconduct which resulted in material noncompliance by the Company with any financial reporting requirement under the securities laws and as a result of which the Company was required to prepare an accounting restatement.