Clawback Contract Clauses (1,928)

Clawback. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, to the extent required by (a) applicable law, Applicable Laws, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Act, any Securities and Exchange Commission rule or rule, and the listing standards of any applicable national securities exchange listing standards or association on which the Company's securities are listed and/or (b) any policy... that may be adopted or amended by the Board Administrator from time to time, all shares Shares issued upon exercise of Common Stock issued hereunder the Option shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) Applicable Laws and/or policy. View More

Clawback. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, to the extent required by (a) applicable law, Applicable Laws, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Act, any Securities and Exchange Commission rule or rule, and the listing standards of any applicable national securities exchange listing standards or association on which the Company's securities are listed and/or (b) any policy... that may be adopted or amended by the Board Administrator from time to time, all shares Shares issued upon exercise of Common Stock issued hereunder the Option shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) Applicable Laws and/or policy. View More

Clawback. Notwithstanding any provision in the Notice, this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission SEC rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Class A Common Stock issued hereunder... or cash paid hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy. View More

Clawback. Notwithstanding anything to the contrary contained herein, the Committee may cancel the RSU Option award if the Participant, without the consent of the Company, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate while serving as a director of, employed by, or otherwise providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates the 2... covenants set forth on Exhibit A attached hereto or any other non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate (after giving effect to any applicable cure period set forth therein), as determined by the Committee. In such event, the Participant will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement exercise of the RSUs, Option, the sale or other transfer of the RSUs, Option, or the sale of shares of Common Stock acquired in respect of the RSUs, Option, and must promptly repay such amounts to the Company. If the Participant receives any amount in excess of what the Participant should have received under the terms of the RSUs Option for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs Option shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). View More

Clawback. Notwithstanding anything to the contrary contained herein, the Committee may may, in its sole discretion, cancel the RSU this Restricted Stock award if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement, or otherwise has engaged in or engages in activity that is in... conflict with or adverse to the interest of the Company or any Affiliate while serving as a director of, or otherwise providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates the 2 covenants set forth on Exhibit A attached hereto or any other non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate (after giving effect to any applicable cure period set forth therein), as determined by the Committee. In such event, Committee in its sole discretion. Further, if the Participant will otherwise has engaged in or engages in any activity referred to in the preceding sentence, the Participant shall forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the RSUs, this Restricted Stock award, the sale or other transfer of the RSUs, this Restricted Stock award, or the sale of shares of Common Stock acquired in respect of the RSUs, this Restricted Stock award, and must promptly 2 repay such amounts to the Company. If In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of the RSUs this Restricted Stock award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by the Committee, Committee in its sole discretion, then the Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by the Company, the RSUs this Restricted Stock award shall be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). View More

Clawback. Notwithstanding Section Sections 3, 4 and 7, if the Participant is an executive officer (as defined under U.S. Securities and Exchange Commission rules) of the Company at any time after the Date of Grant and the Company is required to restate its financial statements, then the Committee may, in its sole and absolute discretion, at any time within two years following such restatement, require the Participant to, and the Participant shall immediately upon notice of such Committee determination,... return to the Company any Awarded Optioned Shares or shares of Common Stock received by the Participant under this Agreement and pay to the Company in cash the amount of any proceeds received by the Participant from the disposition or transfer of, and any dividends or other distributions of cash or property received by the Participant with respect to, any Awarded Shares, Optioned Shares or shares of Common Stock under this Agreement, in each case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Committee determination. In addition, any portion of the Awarded Option or the Optioned Shares that is not vested or has not been exercised by the Participant on the date that the Committee makes such determination shall be immediately and irrevocably forfeited. The Committee shall have the authority and discretion to make any determination regarding the specific implementation of this Section 9 10 with respect to the Participant. In addition to this Section 9, 10, this Agreement, the Awarded Option and the Optioned Shares shall be fully subject to the terms and conditions of any "clawback" or compensation recovery policy that may later be adopted by the Company in its discretion or imposed under Applicable Laws, each as may be amended and in effect from time to time. 4 11. Rights as Stockholder. The Participant will have no rights as a stockholder with respect to any of the Optioned Shares until the issuance of a certificate or certificates to the Participant, or the registration of such shares in the Participant's name, for the shares of Common Stock. The Optioned Shares shall be subject to the terms and conditions of this Agreement. Except as otherwise provided in this Agreement or the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates. The Participant, by executing this Agreement, agrees to execute any documents requested by the Company in connection with the issuance of the shares of Common Stock. View More

Clawback. This Award shall be subject to the Company's clawback policy, as in effect from time to time. If there is no such clawback policy in effect, (a) this Award and any amounts payable pursuant to this Award shall be subject to recovery or "clawback" by the Company if and to the extent that the vesting of this Award was determined or calculated based on materially inaccurate financial statements or any other material inaccurate performance metric criteria; and/or (b) if the Company or its ... class="diff-color-red">subsidiaries Subsidiaries terminate the Grantee's service relationship a grantee's Service Relationship due to the Grantee's grantee's gross negligence or willful misconduct (whether or not such actions also constitute Cause hereunder), which conduct, directly or indirectly indirectly, results in the Company preparing an accounting restatement, and/or if the Grantee breaches any provision of Section 7, or materially breaches any provision of Sections 8 or 9 of the Employment Agreement, any Restricted Stock Units granted hereunder, this Award, whether or not vested, (and as well as any gains thereon) amounts payable pursuant to this Award shall be subject to forfeiture, recovery and "clawback." 11. 12. Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries Subsidiaries and affiliates Affiliates and certain agents thereof (together, the "Relevant Companies") may process any and all personal or professional data, including but not limited to Social Security or other identification number, 3 home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this Agreement (the "Relevant Information"). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. View More

Found in Boston Private Financial Holdings, Inc. contract

Clawback. Any shares of Common Stock issued upon exercise settlement of the Option RSU Award may be subject to recoupment by the Company to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company's clawback policy, as in effect from time to time.

Clawback. Any shares of Common Stock issued upon exercise of the Option may be subject to recoupment by the Company Company, however, only to the extent required under applicable laws, rules or regulations in effect from time to time, and the Company's clawback policy, as in effect from time to time. then effective Clawback and Forfeiture Policy.

Clawback. Notwithstanding any provisions in the Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of Earned Shares awarded the Common Stock delivered hereunder), whether in the form of cash or otherwise, shall be subject to a clawback (i) to the extent necessary to comply with the requirements of any applicable law, including but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section section 304... of the Sarbanes-Oxley Sarbanes Oxley Act of 2002, 2002 or any regulations promulgated thereunder. thereunder; (ii) to the extent provided by any policy or procedure adopted by the Company or any individual agreement between Employee and the Company; or (iii) pursuant to the terms of this Agreement in the event of a Restrictive Covenant Violation. View More

Clawback. Notwithstanding any provisions in the this Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of Earned Shares awarded hereunder), hereunder, whether in the form of cash or otherwise, shall be subject to a clawback to the extent necessary to comply with the requirements of any applicable law, including but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section section 304 of the ... class="diff-color-red">Sarbanes-Oxley Sarbanes Oxley Act of 2002, or any regulations promulgated thereunder. thereunder, or any policy adopted by the Employer pursuant to any such law (whether in existence as of the Effective Date or later adopted). View More

Found in Nexeo Solutions, Inc. contract

Clawback. Notwithstanding anything to the contrary contained herein, the Company may cancel the RSUs if you violate any non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement with the Company or any Affiliate Affiliate, including any covenants contained in the Pacific Drilling Global Employee Handbook (after having been given notice of any such violation and giving effect to any applicable cure period set forth therein), as determined by the Board (excluding you) Company in good faith. In such event, you will forfeit any compensation, gain or other value realized thereafter on the vesting or settlement of the RSUs, the sale or other transfer of the RSUs, or the sale of Shares acquired in respect of the RSUs, and must promptly repay such amounts to the Company. View More

Clawback. Notwithstanding any provisions in this Agreement to the contrary, any compensation, payments, or benefits provided hereunder (or profits realized from the sale of Shares delivered hereunder), whether in the form of cash or otherwise, shall be subject to recoupment and recapture to the extent necessary to comply with the requirements of any Company-adopted policy and/or laws or regulations, including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the... Exchange Act, Section 304 of the Sarbanes Oxley Act of 2002, the New York Stock Exchange Listed Company Manual or any rules or regulations promulgated thereunder with respect to such laws, regulations and/or securities exchange listing requirements, as may be in effect from time to time, and which may operate to create additional rights for the Company with respect to this grant and recovery of amounts relating thereto. By accepting this grant of Performance Share Units, Option, the Participant agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture this grant of Performance Share Units Option (including Shares relating thereto) or amounts paid under the Plan pursuant to such law, government regulation, stock exchange listing requirement or Company policy. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture this grant of Performance Share Units Option (and Shares relating thereto) or amounts paid under the Plan from a Participant's accounts, or pending or future compensation or other grants. View More

Clawback. Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to the Participant as established from time to time by the Committee and adopted prior to a Change in Control. Committee. The Company shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.

Clawback. Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to the Participant an Executive Officer as established from time to time by the Committee and adopted prior to a Change in Control. Control or required by applicable law. The Company HP shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.

Clawback. (a) If (i) the Company is required to restate its financial statements due to fraud and (ii) the Committee administering the Plan determines that you have knowingly participated in such fraud, then the Committee may, in its sole and absolute discretion, at any time within two years following such restatement, require you to, and you shall immediately upon notice of such Committee determination, return to the Company any Shares that vested under this Agreement and any distributions with respect... to the vested Shares (including any cash dividends or other distributions) received by you or your personal representative and pay to the Company in cash the amount of any proceeds received by you or your personal representative from the disposition or transfer of any Shares, in each case during the period commencing two years before the beginning of the restated financial period and ending on the date of such Committee determination. In addition, all of your rights to Shares that are not vested on the date that the Committee makes such determination shall be immediately and irrevocably forfeited, including the right to vote such Shares and the right to receive dividends and distributions on such Shares as provided in Section 8(b) of this Agreement. Notwithstanding anything to the contrary in this Section 6(a), the Committee shall have the authority and discretion to make any determination regarding the specific implementation of this Section 6(a) with respect to you. (b) The Shares issued to you hereunder, any distributions with respect to such Shares (including any cash dividends or other distributions) received by you or your personal representative, and any proceeds received by you or your personal representative from the disposition or transfer of any such Shares shall be subject to mandatory repayment by you to the Company to the extent you are, or in the future become, subject to (i) any Company or Affiliate "clawback" or recoupment policy that is adopted by the Company, including to comply with the requirements of any Applicable Laws, rules or regulations, or (ii) any Applicable Laws which impose mandatory recoupment, under circumstances set forth in such Applicable Laws. 3 7. Issuance and Custody of Certificates. (a) The Target Company shall cause the Shares to be issued in your name in such a manner as the Committee, in its sole discretion, deems appropriate, including by book-entry or direct registration (including transaction advices) or the issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company for your benefit until such time as such Shares are forfeited to the Company or the restrictions applicable to the Shares lapse and you deliver a stock power to the Company with respect to each certificate. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order. If any certificate is issued, the certificate shall bear a legend that complies with Applicable Law and makes appropriate reference to the restrictions applicable to the Target Shares. To the extent that ownership of the Target Shares is evidenced by a book-entry registration or direct registration (including transaction advices), such registration shall be notated to evidence the restrictions imposed on such Target Shares. (b) After any Shares vest pursuant to Sections 3 or 4 hereof, and following payment of the applicable withholding taxes pursuant to Section 9 hereof, the Company shall promptly cause such vested Shares (less any shares withheld to pay taxes), free of the restrictions and/or legend described in this Section 7, to be delivered, either by book-entry or direct registration (including transaction advices) or in the form of a certificate or certificates evidencing ownership of such Shares, registered in your name or in the names of your beneficiary or estate, as the case may be. 4 8. Adjustments and Distributions. (a) If any Shares vest subsequent to any change in the number or character of the Stock (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise) occurring after the Grant Date, you shall then receive upon such vesting the number and type of securities or other consideration which you would have received if such Shares had vested prior to the event changing the number or character of the outstanding Stock. (b) All dividends and other distributions paid with respect to the Target Shares (whether in cash, property or shares of Stock) prior to the date the Target Shares vest shall be held by the Company until payable or forfeited pursuant to this Section 8(b). Such dividends and other distributions shall be subject to the same restrictions on transferability and vesting as the Target Shares with respect to which they were paid and shall, to the extent vested, be paid, without interest, and less any applicable withholding taxes, when and to the extent the underlying Target Shares are vested and freed of restrictions. To the extent that the Target Shares are forfeited prior to vesting, the right to receive such dividends and other distributions shall also be forfeited. Dividends and other distributions shall only be paid with respect to the Additional Shares beginning on the date of issuance of the Additional Shares. View More