Clawback Contract Clauses (1,254)

Clawback. The payments to Executive pursuant to this Agreement are subject to forfeiture or recovery by the Company or other action pursuant to any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy or provision that the Company has included in any of its existing compensation programs or plans or that it may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations ...thereunder, or as otherwise required by law. View More

Clawback. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation paid to Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback but only to the extent required by such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company purs...uant to any such law, government regulation or stock exchange listing requirement to the extent generally applicable to all of the Company's executive officers). With respect to any potential clawback or recovery effected or subject to a determination by the Board, the Board will make its determination for clawback or recovery in good faith, upon advice of counsel, and in accordance with any applicable law or regulation, and to the extent permitted by law, only after (i) providing Executive prior written notice of the deliberation of such potential clawback or recovery and (ii) providing Executive (and his counsel) an opportunity to present to the Board all relevant information related to such determination. View More

Clawback. The Executive hereby acknowledges and agrees that he is subject to Section 304 of the Sarbanes-Oxley Act of 2002, and that pursuant thereto he may under certain circumstances be obligated to pay back to the Company certain amounts previously received by him. In addition, the Executive hereby acknowledges and agrees that he shall be subject to any clawback policy adopted or implemented by the Company in respect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and such regu...lations as are promulgated thereunder from time to time to the extent required by the Act and the implementing regulations. View More

Clawback. The Executive agrees to be subject to any clawback policy adopted by the Holding Company or either Bank similarly affecting all or substantially all senior management employees and acknowledges that, to the extent provided therein, he may be required to repay all or any portion of any incentive compensation previously paid to him on account of inaccurate or erroneous financial data. 16 16 Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pur...suant to both Section 5 and Section 6 of this Agreement. View More

Clawback. Notwithstanding anything in this New Agreement to the contrary, you acknowledge that Sabre or the Company may be entitled or required by law or regulation, the Executive Compensation Recovery Policy (as amended from time to time, the "Clawback Policy") or the requirements of an exchange on which Sabre's shares are listed for trading, to recoup incentive compensation paid to you pursuant to the Original Employment Agreement, this New Agreement or otherwise, and you agree to comply with any Sabre ...or Company request or demand for repayment consistent with the applicable Clawback Policy. You further acknowledge that the Clawback Policy may be modified from time to time in the sole discretion of Sabre and without your consent, provided that the Clawback Policy shall apply consistently to all of Sabre's executive officers, and, while you are not serving as an executive officer, shall apply to you consistently with all non-executive officer employees, and that such modification will be deemed to amend this New Agreement. You further acknowledge and agree that the Clawback Policy as in effect from time to time may apply to any and all payments of incentive compensation consistent with applicable laws as specified in the Clawback Policy from time to time; provided that the application of the Clawback Policy with respect to any payments or benefits paid or provided to you will be subject to the limitations and restrictions set forth in the Clawback Policy. View More

Clawback. Performance Shares and rights under an Award Agreement shall be subject to all applicable current and future laws, regulations and stock exchange listing requirements, including laws, regulations and requirements that require recovery by the Trust of incentive-based compensation in the event of material non-compliance with any financial reporting requirements under federal securities laws.

Clawback. As a condition of receiving the Performance Share Units, the Grantee acknowledges and agrees that the Grantee's rights, payments, and benefits with respect to the Performance Share Units shall be subject to any reduction, cancellation, forfeiture or recoupment, in whole or in part, upon the occurrence of certain specified events, as may be required by any rule or regulation of the Securities and Exchange Commission or by any applicable national exchange, or by any other applicable law, rule or r...egulation, or as set forth in a separate "clawback" or recoupment policy as may be adopted from time to time by the Board or the Committee. View More

Clawback. Notwithstanding anything herein 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 of Common Stock 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 Awards pursuant to the Plan and ...any Award Agreement, agrees to comply with any Company request or demand for such recoupment. 17 26. Effective Date and Term of Plan. The Plan was initially adopted and shall be effective as of the Effective Date. The Plan shall terminate automatically on the ten (10) year anniversary of the Effective Date and may be terminated on any earlier date as provided in Section 15, but all Awards made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Plan. 18 EX-10.2 5 d712381dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 SABRE CORPORATION 2019 DIRECTOR EQUITY COMPENSATION PLAN 1. Purpose of the Plan. This Sabre Corporation 2019 Director Equity Compensation Plan is intended to promote the interests of the Company and its stockholders by providing certain compensation to eligible directors of the Company and to encourage the highest level of director performance by providing such directors with a proprietary interest in the Company's success and progress by granting them awards hereunder. View More

Clawback. This Award (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt or exercise of this Award or upon the receipt or resale of any Shares underlying this Award) shall be subject to the provisions of the Company's Clawback Policy as in effect from time to time, including, without limitation, any modifications thereto as is necessary to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall ...Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. View More

Clawback. Notwithstanding any other provisions in this Agreement or the Plan, this Award is subject to recovery under any law, government regulation, stock exchange listing requirement or pursuant to any policy adopted by the Company, as approved by the Board, and will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or policy adopted by the Company. * * * 8 SCHEDULE A NEW FORTRESS ENERGY LLC 2019 OMNIB...US INCENTIVE PLAN AWARD SHARE ACCEPTANCE FORM Subject to the terms and conditions of the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the "Plan"), the Restricted Share Unit Award Agreement (the "Agreement") and this Award Share Acceptance Form (this "Acceptance Form"), the Company hereby awards to the Participant set forth below the number of Award Shares set forth below, which shall vest in full on the dates set forth below, subject to the Participant's continued Service to the Company and the terms and conditions of the Plan and the Agreement. Participant: Total Number of Award Shares: Grant Date: Vesting Dates: Number of Award Shares upon Vesting: By executing this Acceptance Form, you hereby agree to accept the Award Shares set forth above and agree to be bound by the terms, conditions and provisions set forth in the Plan, the Agreement and this Acceptance Form. ACCEPTED AND AGREED TO AS OF THE GRANT DATE: PARTICIPANT [NAME] NEW FORTRESS ENERGY LLC By: Name: Title: 9 EX-10.5 2 ex10_5.htm EXHIBIT 10.5 Exhibit 10.5 RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE NEW FORTRESS ENERGY LLC 2019 OMNIBUS INCENTIVE PLAN This Restricted Share Unit Award Agreement (this "Agreement"), effective as of the date set forth on Schedule A hereto (the "Grant Date"), is made by and between New Fortress Energy LLC, a Delaware limited liability company (together with any of its successors or assigns, the "Company"), and the participant identified on Schedule A hereto (the "Participant"). Any capitalized term that is used but not otherwise defined in this Agreement shall have the meaning assigned to such term in the New Fortress Energy LLC 2019 Omnibus Incentive Plan (the "Plan"). WHEREAS, the Company has adopted the Plan, pursuant to which the Company may grant equity awards relating to Class A shares of the Company (the "Shares") to certain individuals, including the Participant; and WHEREAS, the Company has determined that it is in the best interests of the Company and its members to make a grant of Restricted Share Units relating to Shares (the "Award Shares") to the Participant, subject to all of the terms and conditions of the Plan and this Agreement. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. Grant of Award Shares. (a) Subject to the terms and conditions hereof, the Company hereby awards to the Participant the number of Award Shares set forth on Schedule A hereto, and the Participant hereby accepts the award of such Award Shares from the Company. (b) Each Award Share that becomes vested hereunder represents the right to receive one Share on the applicable settlement date set forth in Section 3(c) hereof. View More