Clawback Contract Clauses (1,933)

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. (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. 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. Notwithstanding any provision in this Agreement to the contrary, any portion of the payments and benefits provided under this Agreement, as well as any other payments and benefits which the Executive receives pursuant to a Company plan or other arrangement, shall be subject to a clawback to the extent necessary to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any Securities and Exchange Commission rule. [Remainder of page left intentionally... blank. Signature page follows.] View More

Clawback. The Employee agrees that the compensation and benefits provided by the Company under this Agreement or otherwise is subject to recoupment or clawback (a) if the Company is required to file an adverse restatement of earnings and the Committee determines that the Employee was involved, or had knowledge of or should have known that the earnings at issue were false or misleading when originally filed and the false or misleading earnings resulted in compensation to the Employee that otherwise would... not have been earned, vested or paid, upon any material financial misstatements or omissions, (b) for loan losses improperly reserved for, (c) under any applicable Company clawback or recoupment policy that is generally applicable to the Company's executives, as may be in effect from time to time, or (d) as required by law. View More

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. The RSU Award and all Shares delivered and other compensation paid pursuant to the award of RSUs (whether before or after the RSUs have been converted to Shares) shall be subject to clawback by the Company as may be required by applicable law or stock exchange listing requirement, clawback provision set forth in the Plan and/or any other clawback procedure of the Company, as amended from time to time, and whether approved before or after the date of the Award Certificate, and on such basis as... the Board or Administrator determines. View More

Clawback. You agree that any incentive based compensation or award that you receive, or have received, from the Company or its Affiliates under this Agreement or otherwise, will be subject to clawback by the Company as may be required by applicable law or stock exchange listing requirement and on such basis as the Board of Directors of the Company determines, but in no event with a look-back period of more than three years, unless required by applicable law or stock exchange listing requirement.

Clawback. Awards shall be subject to such clawback requirements and policies as may be required by applicable laws or policies of the Corporation as in effect from time to time.

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