Detrimental Activity and Recapture Contract Clauses (18)

Grouped Into 1 Collection of Similar Clauses From Business Contracts

This page contains Detrimental Activity and Recapture clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Detrimental Activity and Recapture. (a) In the event that, as determined by the Committee, you shall engage in Detrimental Activity during your service as a Director, the Common Shares covered by this agreement will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this agreement. (b) If a Restatement occurs and the Committee determines that you are personally responsible for causing the Restatement as a result of your personal misconduct or any fraudulen...t activity on your part, then the Committee has discretion to, based on applicable facts and circumstances and subject to applicable law, cause the Company to recover all or any portion (but no more than 100%) of the Common Shares covered by this agreement earned or payable to you for some or all of the years covered by the Restatement. The amount of any earned or payable Common Shares covered by this agreement recovered by the Company shall be limited to the amount by which such earned or payable Common Shares exceeded the amount that would have been earned by or paid to you had the Company's financial statements for the applicable restated fiscal year or years been initially filed as restated, as reasonably determined by the Committee. The Committee shall also determine whether the Company shall effect any recovery under this Section 6(b) by: (i) seeking repayment from you; (ii) reducing, except with respect to any non-qualified deferred compensation under Section 409A of the Code, the amount that would otherwise be payable to you under any compensatory plan, program or arrangement maintained by the Company (subject to applicable law and the terms and conditions of such plan, program or arrangement); (iii) by withholding, except with respect to any non-qualified deferred compensation under Section 409A of the Code, payment of future increases in compensation (including the payment of any discretionary bonus amount) that would otherwise have been made to you in accordance with the Company's compensation practices; or (iv) by any combination of these alternatives. For purposes of this agreement, "Restatement" means a restatement of any part of the Company's financial statements for any fiscal year or years after 20__ due to material noncompliance with any financial reporting requirement under the U.S. securities laws applicable to such fiscal year or years. View More Arrow
Found in Timken Co contract
Detrimental Activity and Recapture. (a) In (a)Notwithstanding anything in this Agreement to the contrary, in the event that, as determined by the Committee, you Grantee shall engage in Detrimental Activity during your service as employment with the Company or a Director, Subsidiary, the Common Shares covered by this agreement PRSUs will be forfeited automatically and without further notice at the time of that determination notwithstanding any other provision of this agreement. (b) If Agreement. Nothing in this Agreement prevents G...rantee from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceeding by any governmental authorities regarding possible legal violations. (b)If a Restatement occurs and the Committee determines that you are Grantee is personally responsible for causing the Restatement as a result of your Grantee's personal misconduct or any fraudulent activity on your part, the part of Grantee, then the Committee has discretion to, based on applicable facts and circumstances and subject to applicable law, cause the Company to recover all or any portion (but no more than 100%) of the Common Shares covered by this agreement PRSUs earned or payable to you Grantee for some or all of the years covered by the Restatement. The amount of any earned or payable Common Shares covered by this agreement PRSUs recovered by the Company shall be limited to the amount by which such earned or payable Common Shares PRSUs exceeded the amount that would have been earned by or paid to you Grantee had the Company's financial statements for the applicable restated fiscal year or years been initially filed as restated, as reasonably determined by the Committee. The Committee shall also determine whether the Company shall effect any recovery under this Section 6(b) 8(b) by: (i) seeking repayment from you; Grantee; (ii) reducing, except with respect to any non-qualified deferred compensation under Section 409A of the Code, the amount that would otherwise be payable to you Grantee under any compensatory plan, program or arrangement maintained by the Company (subject to applicable law and the terms and conditions of such plan, program or arrangement); (iii) by withholding, except with respect to any non-qualified deferred compensation under Section 409A of the Code, payment of future increases in compensation (including the payment of any discretionary bonus amount) that would otherwise have been made to you Grantee in accordance with the Company's compensation practices; or (iv) by any combination of these alternatives. For purposes of this agreement, Agreement, "Restatement" means a restatement of any part of the Company's financial statements for any fiscal year or years after 20__ beginning with the year in which the Date of Grant occurs due to material noncompliance with any financial reporting requirement under the U.S. securities laws applicable to such fiscal year or years. (c)Notwithstanding anything in this Agreement to the contrary, Grantee acknowledges and agrees that this Agreement and the award described herein (and any settlement thereof) are subject to the terms and conditions of the Company's clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act and any applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which 4 the Common Shares may be traded) (the "Compensation Recovery Policy"), and that this Section 8 shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. View More Arrow
Found in Timken Co contract
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