Recoverable Incentive definition

Recoverable Incentive means the amount of any Incentive Compensation paid to or in respect of an Executive Officer during the Applicable Period that, (i) in the case of a Restatement, exceeds the amount or value that the Board determines, in its sole discretion, would have been payable or received in respect of Incentive Compensation had the revised financial statement(s) reflected in the Restatement been applied to determine the Incentive Compensation or been available to the market at the time such Incentive Compensation was paid and (ii) in the case of any Improper Conduct, the Board determines, in its sole discretion, to be appropriate in light of the scope and nature of the Improper Conduct.

Recoverable Incentive means the amount of any Incentive Compensation paid to or in respect of an Executive Officer during the Applicable Period that,

Recoverable Incentive means the amount of any Incentive Compensation paid to or in respect of an Executive Officer during the Applicable Period that, in the case of any Improper Conduct, the Board determines, in its sole discretion, to be appropriate in light of the scope and nature of the Improper Conduct.

Examples of Recoverable Incentive in a sentence

• To the extent permitted by applicable law, the Administrator shall, in its sole discretion, determine the timing and method for recouping Recoverable Incentive Compensation hereunder, provided that such recoupment is undertaken reasonably promptly.

• Recoupment is required regardless of whether the Covered Officer engaged in any misconduct and regardless of fault, and the Company’s obligation to recoup Recoverable Incentive Compensation is not dependent on whether or when any restated financial statements are filed.

• Pursuant to the provisions of this Policy, if there is an Accounting Restatement, the Company must reasonably promptly recoup the full amount of the Recoverable Incentive Compensation, unless the conditions of one or more subsections of Section 4(c) of this Policy are met and the Compensation Committee, or, if such committee does not consist solely of independent directors, a majority of the independent directors serving on the Board, has made a determination that recoupment would be impracticable.

• Any action by the Company to recoup or any recoupment of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Officer, or (ii) to constitute a breach of a contract or other arrangement to which such Covered Officer is party.

• The Administrator need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.

• The Administrator need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.(e)No Indemnification of Covered Officers.

• If such Recoverable Incentive Compensation was not awarded or paid on a formulaic basis, the Company will seek to recover the amount that the Compensation Committee determines in good faith should be recouped.

• Notwithstanding the foregoing, if the Company is required to undertake a Restatement, the Company will not be required to recover the Recoverable Incentive Compensation if the Compensation Committee determines it Impracticable to do so, after exercising a normal due process review of all the relevant facts and circumstances.

• In the event of a Restatement, the Company will seek to recover, reasonably promptly, all Recoverable Incentive Compensation from a Covered Person.

• Notwithstanding the terms of any other policy, program, agreement or arrangement, in no event will the Company or any of its affiliates indemnify or reimburse a Covered Person for any loss under this Policy and in no event will the Company or any of its affiliates pay premiums on any insurance policy that would cover a Covered Person’s potential obligations with respect to Recoverable Incentive Compensation under this Policy.

More Definitions of Recoverable Incentive

Recoverable Incentive means the amount of any Incentive-Based Compensation paid to or in respect of an individual during the Applicable Period that: (i) in the case of a Restatement, that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts (computed without regard to any taxes paid); and (ii) in the case of any Improper Conduct, the Board of Directors determines, in its sole discretion, to be appropriate in light of the scope and nature of the Improper Conduct. In no event shall the Company be required to award Covered Executives an additional payment if the restated or accurate financial results would have resulted in a higher Incentive-Based Compensation payment. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, the amount must be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE. For the avoidance of doubt, Recoverable Incentive does not include any Incentive-Based Compensation received by a person before such person began service in a position or capacity meeting the definition of a Covered Executive or Covered Employee. Incentive-Based Compensation is deemed to be “received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.

Recoverable Incentive means (i) with respect to each Officer in connection with a Restatement Triggering Event, the amount of Restatement Eligible Incentive Compensation that exceeds the amount of Restatement Eligible Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid and (ii) with respect to any Misconduct Triggering Event, the amount of any Incentive-Based compensation (including stock options and other equity awards (vested and unvested)) paid to or in respect of an individual during the Applicable Period that the Committee determines, in its sole discretion, to be appropriate in light of the scope and nature of the Improper Conduct. With respect to a Misconduct Triggering Event, in no event will the amount of Recoverable Incentive exceed the total amount of Incentive-based Compensation paid or granted during the Applicable Period.