Clawback Contract Clauses (1,960)

Clawback. Notwithstanding anything contained herein to the contrary, any amounts paid or payable to Executive pursuant to this Agreement or otherwise by the Company, including, but not limited to, any equity compensation granted to Executive, may be subject to forfeiture or repayment to the Company in accordance with Internal Revenue Code Section 409A and pursuant to the clawback policy as adopted by the Board and as such may be amended by the Board from time to time, and Executive hereby agrees to be... bound by any such policy. View More

Clawback. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"), this Option shall not be deemed fully earned or vested, even if exercised, if this Option or any portion thereof is deemed "incentive compensation" and subject to recovery, or "clawback," by the Company pursuant to the provisions of the Act and any rules or regulations promulgated thereunder or by any stock exchange on which the Company's securities are listed (the "Rules"). In addition, you hereby... acknowledge that this Agreement may be amended as necessary and/or shall be subject to any recoupment policies adopted by the Company to comply with the requirements and/or limitations under the Act and the Rules, or any other federal or stock exchange requirements, including by expressly permitting (or, if applicable, requiring) the Company to revoke, recover and/or clawback this Option or the shares of Stock issued pursuant hereto. View More

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. The Target 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

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to you pursuant to this Agreement or any other agreement or arrangement with the Company or any of its subsidiaries shall be subject to such recovery or deductions as may be required under any law, government regulation, stock exchange listing requirement or policy adopted by the Board from time to time or as determined by the Board pursuant to such law,... government regulation, stock exchange listing requirement or Board policy from time to time. View More

Clawback. Any incentive-based compensation received by Grantee from the Company hereunder or otherwise shall be subject to recovery by the Company in the circumstances and manner provided in any Incentive-Based Compensation Recovery Policy that may be adopted or implemented by the Company and in effect from time to time on or after the date hereof, and Grantee shall effectuate any such recovery at such time and in such manner as the Company may specify. For purposes of these Terms and Conditions, the... term "Incentive-Based Compensation Recovery Policy" means and includes any policy of the type contemplated by Section 10D of the Securities Exchange Act, any rules or regulations of the Securities and Exchange Commission adopted pursuant thereto, or any related rules or listing standards of any national securities exchange or national securities association applicable to the Company. Until the Company shall adopt such an Incentive-Based Compensation Recovery Policy, the following clawback provision shall apply: In the event that, within three years of the end of the Performance Period, the Company restates its financial results with respect to the Company's performance during the Performance Period to correct a material error that the Compensation Committee determines is the result of fraud or intentional misconduct, then the Compensation Committee, in its discretion, may require the Grantee to repay to the Company all income, if any, derived from the Performance Units. View More

Clawback. Notwithstanding any other provisions in this Agreement or the Plan, all payments made to the Grantee pursuant to this Agreement shall be subject to recovery, deduction or clawback (collectively, "Clawback") under any law, regulation, stock exchange listing requirement requiring Clawback and under the Company's Compensation Adjustment and Recoupment Policy (adopted by the Board on March 17, 2015), as may be amended from time to time.

Clawback. Notwithstanding anything to the contrary contained in this Appendix, the LTI Acceptance Form, the Company Plan or Appendix B, and subject to then-applicable U.S. Securities and Exchange Commission, New York Stock Exchange and/or other regulatory requirements related to clawback or compensation reimbursement rules, if Grantee is found by a court of competent jurisdiction (in a final judgment that is either not appealed or is non-appealable) or by any relevant regulator to have knowingly... committed fraud against the Company or any of its Affiliates, or if Grantee is found to have actively participated in, knowingly concealed or covered up, or knowingly failed to identify a material misstatement in the Company's financial statements, Grantee's LTI awards granted in the three (3) calendar years prior to such judgment or regulatory determination, whether vested or unvested, shall be immediately forfeited and cancelled, and Grantee shall promptly return and repay to the Company, in respect of any shares of Common Stock, stock options or mutual fund units previously transferred to Grantee pursuant to such LTI award agreements, an amount equal to the lesser of: (i) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date of vesting, and (ii) the fair market value of such shares, stock options (based on the intrinsic value of such stock options) or mutual fund units on the date on which such repayment obligation arises, in each case, regardless of whether Grantee previously sold or otherwise disposed of such shares. View More

Clawback. The Award (whether Vested or not Vested) shall be subject to such recovery or clawback as may be required pursuant to any applicable law or regulation, any applicable listing standard of any national securities exchange or system or the terms of the Company's recoupment, clawback or similar policy as such may be in effect from time to time, which could in certain circumstances require repayment or forfeiture of the Restricted Stock or any shares or other cash or property received with respect... to the Restricted Stock (including any value received from a disposition of the Restricted Stock after it has become Vested). View More

Clawback. All incentive-based compensation paid to the Employee hereunder will be subject to the policies of the Company and the Partnership regarding clawbacks of erroneously awarded incentive-based compensation triggered by an accounting restatement, as required by law and approved by the Board in the case of the Company. 14 21. Dispute Resolution. Any dispute, controversy or claim between the Company or the Partnership and the Employee or other Person arising out of or relating to this Agreement shall... be settled by arbitration conducted in San Diego, California, in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in force and California law within thirty (30) days after written notice from one party to the other requesting that the matter be submitted to arbitration; provided that this Section 21 shall not apply to, and the Company and the Partnership shall be free to seek, injunctive or other equitable relief with respect to any actual or threatened violation by the Employee of his or her obligations under Section 16 hereof in any court of competent jurisdiction. The arbitration decision or award shall be binding and final upon the parties. The arbitration award shall be in writing and shall set forth the basis thereof. The parties hereto shall abide by all awards rendered in such arbitration proceedings, and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. Each party shall be responsible for its own costs and expenses in any dispute or proceeding regarding the enforcement of this Agreement. View More

Clawback. Notwithstanding any provision in this Award Agreement or the Plan to the contrary, by accepting this Award you agree that, to the extent required by any applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, SEC rule or applicable securities exchange listing standards (collectively, the "Law"), the Phantom Units and all amounts paid or payable pursuant to or with respect to the Phantom Units, including all Common... Units and DER amounts, shall be subject to forfeiture, recovery, recoupment and/or cancellation to the extent necessary to comply with such Law, and you agree to fully cooperate with the Company in complying with such Law. This Section 10 shall survive the expiration or termination of this Award Agreement for such period as is necessary to comply with the Law and effectuate any forfeiture, recovery, recoupment or cancellation. View More