Forfeiture Events Clause Example with 31 Variations from Business Contracts

This page contains Forfeiture Events clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be subject to the Company's clawback policy as may be e...stablished and/or amended from time to time to comply with Applicable Laws (including without limitation pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, or as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Administrator may require a Participant to forfeit, return, or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 23 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent or Subsidiary of the Company. View More

Variations of a "Forfeiture Events" Clause from Business Contracts

Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be subject to the Company's clawback pol...icy as may be established and/or amended from time to time to comply with Applicable Laws (including without limitation pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, or as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Administrator may require a Participant to forfeit, return, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 23 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent or Subsidiary EX-10.1 2 ex-10_1.htm EXHIBIT 10.1 2022 NATIONAL INSTRUMENTS CORPORATION EQUITY INCENTIVE PLAN Exhibit 10.1 NATIONAL INSTRUMENTS CORPORATION 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Company. Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide incentives to individuals who perform services to the Company, and • to promote the success of the Company's business. The Plan permits the grant of Restricted Stock and Restricted Stock Units. View More
Forfeiture Events. (a) All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Awa...rd Agreement as the Administrator determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property. Unless this Section 21 is specifically mentioned and waived in an Award Agreement or other document, no recovery of compensation under a clawback policy will give a Participant the right to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company. (b) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will shall be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding Such events may include, but shall not be limited to, termination of such Participant's status as Service Provider for cause or any provisions act by a Participant, whether before or after such Participant's Termination Status Date that would constitute cause for termination of such Participant's status as a Service Provider. (c) If the Company is required to prepare an accounting restatement due to the contrary material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under this Plan, an Award will be the securities laws, any Participant who knowingly or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct, and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Company's clawback policy as may be established and/or amended from time to time to comply with Applicable Laws (including without limitation pursuant to the listing standards Sarbanes-Oxley Act of any national securities exchange or association on which the Company's securities are listed, or as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Administrator may require a Participant to forfeit, return, or 2002, shall reimburse the Company all the amount of any payment in settlement of an Award earned or a portion accrued during the 12 month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 23 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent or Subsidiary of the Company. financial document embodying such financial reporting requirement. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a) All Awards under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to recoupment under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be subject t...o the Company's clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Act or other Applicable Laws. In addition, the Administrator may require a Participant to forfeit, return, impose such other clawback, recovery or reimburse recoupment provisions in an Award Agreement as the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 24 is specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any a Subsidiary or Parent or Subsidiary of the Company. (b) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as Service Provider for cause or any specified action or inaction by a Participant, whether before or after such termination of service, that would constitute cause for termination of such Participant's status as a Service Provider. -19- EX-10.1 2 d605617dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ALPINE IMMUNE SCIENCES, INC. 2018 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units and Performance Shares. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a) All Awards under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary recoupment under this Plan, an Award will be subject to the ...Company's current Clawback Policy and any clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Act or other Applicable Laws. In addition, the Administrator may require a Participant to forfeit, return, impose such other clawback, recovery or reimburse recoupment provisions in an Award Agreement as the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 22(a) is specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any a Subsidiary, or Parent or Subsidiary of the Company. (b) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as Service Provider for cause or any specified action or inaction by a Participant, whether before or after such termination of service, that would constitute cause for termination of such Participant's status as a Service Provider. -18- EX-10.1 2 d286585dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 QUALYS, INC. 2012 EQUITY INCENTIVE PLAN (as amended restated and extended at the 2022 Annual General Meeting) 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a)All Awards granted under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to recoupment under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be su...bject to the Company's clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Act or other Applicable Laws. In addition, the Administrator may require a Participant to forfeit, return, impose such other clawback, recovery or reimburse recoupment provisions in an Award Agreement as the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 22 is specifically is mentioned and waived in an Award -18- Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent Subsidiary. (b)The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or Subsidiary recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as a Service Provider for cause or any specified action or inaction by a Participant, whether before or after the date Participant is no longer a Service Provider, that would constitute cause for termination of such Participant's status as a Service Provider. (c)If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company. Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (1) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (2) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a)All Awards granted under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to recoupment under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be su...bject to the Company's clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is -18- otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Act or other Applicable Laws. In addition, the Administrator may require a Participant to forfeit, return, impose such other clawback, recovery or reimburse recoupment provisions in an Award Agreement as the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 22 is specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent Subsidiary. (b)The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or Subsidiary recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as a Service Provider for cause or any specified action or inaction by a Participant, whether before or after the date Participant is no longer a Service Provider, that would constitute cause for termination of such Participant's status as a Service Provider. (c)If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company. Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (1) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (2) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a) All Awards granted under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to recoupment under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be s...ubject to the Company's clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Act or other Applicable Laws. In addition, the Administrator may require a Participant to forfeit, return, impose such other clawback, recovery or reimburse recoupment provisions in an Award Agreement as the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 22 is specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent Subsidiary. (b) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or Subsidiary recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as a Service Provider for cause or any specified action or inaction by a Participant, whether before or after the date Participant is no longer a Service Provider, that would constitute cause for termination of such Participant's status as a Service Provider. (c) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company. Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (1) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (2) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that (a) All Awards granted under the Participant's rights, payments, and benefits with respect to an Award Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to recoupment under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be s...ubject to the Company's clawback policy as may be established and/or amended that the Company has in place from time to time time, including any policy that the Company is required to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). Act or other Applicable Laws. The Administrator may may, to the extent permitted by Applicable Laws and stock exchange rules or by any applicable policy 22 or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to a Participant to forfeit, return, or reimburse any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards. In addition, the Company all Administrator may impose such other clawback, recovery or a portion of recoupment provisions in an Award Agreement as the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as Administrator determines necessary or appropriate appropriate, including but not limited to comply with Applicable Laws. a reacquisition right regarding previously acquired Shares or other cash or property. Unless this Section 23 24 is specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy clawback policy or otherwise will constitute be an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent Subsidiary. (b) The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or Subsidiary recoupment upon the occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, termination of such Participant's status as a Service Provider for cause or any specified action or inaction by a Participant, whether before or after the date Participant is no longer a Service Provider, that would constitute cause for termination of such Participant's status as a Service Provider. (c) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company. Company, as a result of misconduct, with any financial reporting requirement under securities laws, any Participant who (1) knowingly or through gross negligence engaged in the misconduct or who knowingly or through gross negligence failed to prevent the misconduct or (2) is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, must reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the 12-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. View More
Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will shall be subject to the Company's clawback policy a...s may be established and/or amended from time to time to comply with Applicable Laws (including without limitation pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) (the "Clawback Policy"). The Administrator may require a Participant to forfeit, return, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless this Section 23 24 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent or Subsidiary of the Company. EX-10.32 2 fbrx-ex1032_71.htm EX-10.32 fbrx-ex1032_71.htm Exhibit 10.32 Appendix A 2021 Equity Incentive Plan FORTE BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards. View More
Forfeiture Events. The Administrator may specify in an Award Agreement 24.1 In the event that the Participant's rights, payments, Company is required to restate its audited financial statements due to material noncompliance with any financial reporting requirement under the securities laws, each current or former executive officer Participant shall be required to immediately repay the Company any compensation they received pursuant to Awards hereunder during the three-year period preceding the date upon which the ...Company is required to prepare the restatement that is in excess of what would have been paid to the executive officer Participant under the restated financial statement, in accordance with Section 10D of the Exchange Act and benefits with respect any rules promulgated thereunder. Any amount required to an Award be repaid hereunder shall be determined by the Administrator in its sole discretion, unless otherwise required by Applicable Laws, and shall be binding on all current and former executive officer Participants. 24.2 Notwithstanding any provisions to the contrary under this Plan, all Awards granted under the Plan will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to under any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award will be subject to the Company's clawback policy as may be established and/or amended from time that the Company is required to time to comply with Applicable Laws (including without limitation adopt pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed, listed or as may be is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act) Act or other Applicable Laws (the "Clawback Policy"). The Administrator may require a Participant to forfeit, return, return or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. -18- 24.3 The Administrator may specify in an Award Agreement that the Participant's rights, payments, and benefits with respect to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Unless this Section 23 24 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company or any Parent or Subsidiary of the Company. * * * -19- EX-10.1 2 d177924dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 AMBARELLA, INC. 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company's business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards. View More