Clawback Policy Contract Clauses (637)
Grouped Into 42 Collections of Similar Clauses From Business Contracts
This page contains Clawback Policy clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Clawback Policy. By accepting the grant of the RSUs pursuant to this Agreement, the Grantee hereby acknowledges that the Board has adopted a policy pursuant to which the Grantee may be required to repay amounts otherwise paid pursuant to this Agreement to the extent (a) such amounts were predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the Securities and Exchange Commission; (b) the Board determines the
... Grantee engaged in intentional misconduct that caused or substantially caused the need for the material restatement; and (c) a lower payment would have been made to the Grantee based upon the restated financial results (collectively, the "Policy"). By accepting the grant of the Performance Unit pursuant to this Agreement, the Grantee hereby agrees to be bound by the Policy and any amendment or replacement thereof designed to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, and to repay amounts that Grantee may be required to be repay thereunder.
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Clawback Policy. By accepting the grant of the
RSUs Performance Unit pursuant to this Agreement, the
Grantee Participant hereby acknowledges that the Board has adopted a policy pursuant to which the
Grantee Participant may be required to repay amounts otherwise paid pursuant to this Agreement to the extent (a) such amounts were predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the Securities and Exchange
... Commission; (b) the Board determines the Grantee Participant engaged in intentional misconduct that caused or substantially caused the need for the material restatement; and (c) a lower payment would have been made to the Grantee Participant based upon the restated financial results (collectively, the "Policy"). By accepting the grant of the Performance Unit pursuant to this Agreement, the Grantee Participant hereby agrees to be bound by the Policy and any amendment or replacement thereof designed to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, and to repay amounts that Grantee the Participant may be required to be repay thereunder.
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Clawback Policy. By accepting the grant of the RSUs pursuant to this Agreement, the Grantee hereby acknowledges that the Board has adopted a policy pursuant to which the Grantee may be required to repay amounts otherwise paid pursuant to this Agreement to the extent (a) such amounts were predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the Securities and Exchange Commission; (b) the Board determines the
... Grantee engaged in intentional misconduct that caused or substantially caused the need for the material restatement; and (c) a lower payment would have been made to the Grantee based upon the restated financial results (collectively, the "Policy"). By accepting the grant of the Performance Unit pursuant to this Agreement, the Grantee hereby agrees to be bound by the Policy and any amendment or replacement thereof designed to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, and to repay amounts that Grantee may be required to be repay thereunder.
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Clawback Policy. By accepting the grant of the
RSUs Performance Unit pursuant to this Agreement, the
Grantee Participant hereby acknowledges that the Board has adopted a policy pursuant to which the
Grantee Participant may be required to repay amounts otherwise paid pursuant to this Agreement to the extent (a) such amounts were predicated upon achieving certain financial results that were subsequently the subject of a material restatement of Company financial statements filed with the Securities and Exchange
... Commission; (b) the Board determines the Grantee Participant engaged in intentional misconduct that caused or substantially caused the need for the material restatement; and (c) a lower payment would have been made to the Grantee Participant based upon the restated financial results (collectively, the "Policy"). By accepting the grant of the Performance Unit pursuant to this Agreement, the Grantee Participant hereby agrees to be bound by the Policy and any amendment or replacement thereof designed to comply with applicable law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, and to repay amounts that Grantee the Participant may be required to be repay thereunder.
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Clawback Policy. Any compensation provided to you, whether under this Agreement or otherwise, with regard to your employment with the Company and/or its subsidiaries, as applicable, shall be subject to the applicable provisions of any clawback policy implemented by the Company from time to time, including any policy implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.
Clawback Policy. Any compensation provided to you, whether under this Agreement or otherwise, with regard to your employment with the Company and/or its subsidiaries, as applicable, shall be subject to the applicable provisions of any clawback policy
Richard M. Jones as of November 19, 2019 Page 21 implemented by the Company from time to time, including any policy implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.
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Clawback Policy. The Award is subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired upon payment of the Award).
Clawback Policy. The Award is subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require
forfeiture of the Award and repayment or forfeiture of
the Award or any shares of Common Stock or other cash or property received with respect to the Award
(including (including, if applicable, any value received from a disposition of
the any shares acquired
... upon payment exercise of the Award).
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Clawback Policy. The Award
is and the shares of Common Stock that are or may be acquired pursuant to the Award are subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or
any such shares
of Common Stock or other cash or property received with respect to the Award (including any value received from a
... disposition of the shares acquired upon payment of pursuant to the Award).
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Clawback Policy. The Award is subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or any shares of Common Stock or other cash or property received with respect to the Award (including any value received from a disposition of the shares acquired upon payment of the Award).
Clawback Policy. The Award is subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require
forfeiture of the Award and repayment or forfeiture of
the Award or any shares of Common Stock or other cash or property received with respect to the Award
(including (including, if applicable, any value received from a disposition of
the any shares acquired
... upon payment exercise of the Award).
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Clawback Policy. The Award
is and the shares of Common Stock that are or may be acquired pursuant to the Award are subject to the terms of the Corporation's recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Award or
any such shares
of Common Stock or other cash or property received with respect to the Award (including any value received from a
... disposition of the shares acquired upon payment of pursuant to the Award).
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Clawback Policy. Any compensation provided to you, whether under this Agreement or otherwise, with regard to your employment with the Company and/or its subsidiaries, as applicable, shall be subject to the applicable provisions of any clawback policy implemented by the Company from time to time, including any policy implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.
Clawback Policy. Any compensation provided to you, whether under this Agreement or otherwise, with regard to your employment with the Company and/or its subsidiaries, as applicable, shall be subject to the applicable provisions of any clawback policy
Richard M. Jones as of November 19, 2019 Page 21 implemented by the Company from time to time, including any policy implemented pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.
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Clawback Policy. This Award Agreement and the Option are subject to the Company's Policy on Recoupment of Incentive Compensation and any similar policy or policies that have been or may be adopted by the Company. Ingredion Incorporated By: Diane J. Frisch Title: Senior Vice President, Human Resources * * * * * 7 Ingredion Incorporated Addendum to the Stock Option Award Agreement In addition to the terms of the Plan and the Award Agreement, the Option is subject to the following additional terms and conditions.
... All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. Pursuant to Section 17 of the Award Agreement, if you transfer your residence and/or employment to another country reflected in an Addendum, the additional terms and conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate your transfer). AUSTRALIA Shareholder Approval Requirement. Notwithstanding provision in the Award Agreement to the contrary, you will not be entitled to, and shall not claim, any benefit under the Plan (including, without limitation, a legal right as set forth in Section 4(a) of the Agreement) if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Company's affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restriction. BRAZIL 1. Labor Law Acknowledgment. You agree that (i) the benefits provided under the Award Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Award Agreement and the Plan are not a part of the terms and conditions of your employment; and (iii) the income from the exercise of the Option, if any, is not part of your remuneration from employment.
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Clawback Policy. This Award Agreement and the Option are subject to the Company's Policy on Recoupment of Incentive Compensation and any similar policy or policies that have been or may be adopted by the Company.
5 Ingredion Incorporated By: Diane J. Frisch Title: Senior Vice President, Human Resources * * * * *
7 6 Ingredion Incorporated Addendum to the Stock Option Award Agreement In addition to the terms of the Plan and the Award Agreement, the Option is subject to the following additional terms and
... conditions. All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. Pursuant to Section 17 15 of the Award Agreement, if you transfer your residence and/or employment to another country reflected in an Addendum, the additional terms and conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate your transfer). AUSTRALIA 1. Shareholder Approval Requirement. Notwithstanding provision in To the Award Agreement extent you are an individual whose termination benefits are subject to the contrary, you will not be entitled to, and shall not claim, any benefit under the Plan (including, without limitation, a legal right as set forth in Section 4(a) of the Agreement) if the provision of such benefit would give rise Sections 200 to a breach of Part 2D.2 200J of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts 2001, the giving of such benefits. Further, Option is contingent upon the Company's affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restriction. BRAZIL 1. Labor Law Acknowledgment. You agree that (i) the benefits provided under the Award Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Award Agreement and the Plan are not a part satisfaction of the terms shareholder approval requirements thereunder. To the extent the Company does not or is unable to satisfy such requirements, your Option will be null and conditions of your employment; void, and (iii) you will not have any claims against the income from the exercise Company to receive any payment or other benefits in lieu of the Option, if any, is not part of your remuneration from employment. Option.
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Clawback Policy. This Award Agreement and the Option are subject to the Company's Policy on Recoupment of Incentive Compensation and any similar policy or policies that have been or may be adopted by the Company. Ingredion Incorporated By: Diane J. Frisch Title: Senior Vice President, Human Resources * * * * * 7 Ingredion Incorporated Addendum to the Stock Option Award Agreement In addition to the terms of the Plan and the Award Agreement, the Option is subject to the following additional terms and conditions.
... All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. Pursuant to Section 17 of the Award Agreement, if you transfer your residence and/or employment to another country reflected in an Addendum, the additional terms and conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate your transfer). AUSTRALIA Shareholder Approval Requirement. Notwithstanding provision in the Award Agreement to the contrary, you will not be entitled to, and shall not claim, any benefit under the Plan (including, without limitation, a legal right as set forth in Section 4(a) of the Agreement) if the provision of such benefit would give rise to a breach of Part 2D.2 of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts the giving of such benefits. Further, the Company's affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restriction. BRAZIL 1. Labor Law Acknowledgment. You agree that (i) the benefits provided under the Award Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Award Agreement and the Plan are not a part of the terms and conditions of your employment; and (iii) the income from the exercise of the Option, if any, is not part of your remuneration from employment.
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Clawback Policy. This Award Agreement and the Option are subject to the Company's Policy on Recoupment of Incentive Compensation and any similar policy or policies that have been or may be adopted by the Company.
5 Ingredion Incorporated By: Diane J. Frisch Title: Senior Vice President, Human Resources * * * * *
7 6 Ingredion Incorporated Addendum to the Stock Option Award Agreement In addition to the terms of the Plan and the Award Agreement, the Option is subject to the following additional terms and
... conditions. All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Award Agreement. Pursuant to Section 17 15 of the Award Agreement, if you transfer your residence and/or employment to another country reflected in an Addendum, the additional terms and conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the Option and the Plan (or the Company may establish additional terms and conditions as may be necessary or advisable to accommodate your transfer). AUSTRALIA 1. Shareholder Approval Requirement. Notwithstanding provision in To the Award Agreement extent you are an individual whose termination benefits are subject to the contrary, you will not be entitled to, and shall not claim, any benefit under the Plan (including, without limitation, a legal right as set forth in Section 4(a) of the Agreement) if the provision of such benefit would give rise Sections 200 to a breach of Part 2D.2 200J of the Corporations Act 2001 (Cth), any other provision of that Act, or any other applicable statute, rule or regulation which limits or restricts 2001, the giving of such benefits. Further, Option is contingent upon the Company's affiliate in Australia is under no obligation to seek or obtain the approval of its shareholders for the purpose of overcoming any such limitation or restriction. BRAZIL 1. Labor Law Acknowledgment. You agree that (i) the benefits provided under the Award Agreement and the Plan are the result of commercial transactions unrelated to your employment; (ii) the Award Agreement and the Plan are not a part satisfaction of the terms shareholder approval requirements thereunder. To the extent the Company does not or is unable to satisfy such requirements, your Option will be null and conditions of your employment; void, and (iii) you will not have any claims against the income from the exercise Company to receive any payment or other benefits in lieu of the Option, if any, is not part of your remuneration from employment. Option.
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Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company's shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its Affiliates at any time to a Participant under the Plan and the Participant, by accepting this award of RSUs pursuant to the Plan and
... this Agreement, agrees to comply with any Company request or demand for such recoupment.
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Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to the extent permitted or required by applicable
law, law (including Section 409A of the Code), Company policy and/or the requirements of an exchange on which the Company's shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its Affiliates at any time to a Participant under the Plan and the Participant, by
3 accepting
... this award of RSUs Performance Shares pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for such recoupment.
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Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company's shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its Affiliates at any time to a Participant under the Plan and the Participant, by accepting this award of RSUs pursuant to the Plan and
... this Agreement, agrees to comply with any Company request or demand for such recoupment.
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Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company will be entitled, to the extent permitted or required by applicable
law, law (including Section 409A of the Code), Company policy and/or the requirements of an exchange on which the Company's shares are listed for trading, in each case, as in effect from time to time, to recoup compensation of whatever kind paid by the Company or any of its Affiliates at any time to a Participant under the Plan and the Participant, by
3 accepting
... this award of RSUs Performance Shares pursuant to the Plan and this Agreement, agrees to comply with any Company request or demand for such recoupment.
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