Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's shareholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture relating to, any Award, if and
... to the extent— (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards.
(a) Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee
may may, in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders stockholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture relating
... to, any Award, if and to the extent— (a) extent: (i) the granting, vesting, vesting or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) (ii) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; of its Affiliates; and (c) (iii) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. 15(b). In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, Law, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. (b) Notwithstanding any other provision of the this Plan, all Awards shall granted under this Plan will be subject to Reimbursement, Termination, Rescission, and/or Recapture recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the extent listing standards of any national securities exchange, national market system or automated quotation system on which the Company's securities are listed, quoted or traded or as is otherwise required by Applicable Law, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, including but not limited to Section 10D of the Exchange Act. Act, or any other Applicable Law. In addition, the Committee, in its sole and absolute discretion, may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines is necessary, advisable or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of a termination for Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for "good reason" or "constructive termination" (or similar term) under any agreement with the Company.
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Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's shareholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the
Termination termination of any outstanding, unexercised, unexpired Awards ("T...ermination"), or Rescission of, rescission of any exercise, payment, or delivery pursuant to the Award ("Rescission"), or the Recapture relating to, recapture of any Award, Shares ("Recapture"), if and to the extent— extent: (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) in the Committee's view view, the Participant either benefited from a calculation that later proves proved to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) (a) of this Section 15. Section. In each instance, the Committee may, shall, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three (3) years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act. In addition, without limiting anything in this Section 13, 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 Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired Shares or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant's right to voluntarily terminate employment upon a "resignation for good reason," or for a "constructive termination" or any similar term under any plan of or agreement with the Company.
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Recoupment of Awards.
(a) Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders stockholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture relating to,
...any Award, Award held by the Participant, if and to the extent— (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) extent in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the this Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders stockholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"),
terminate any outstanding, unexercised, unexpired, unpaid, or
deferred Awards ("Termination"), re...scind any exercise, payment, or delivery pursuant to the Committee may require Award ("Rescission"), or recapture any Shares (whether restricted or unrestricted) or proceeds from the Termination or Rescission of, or Participant's sale of Shares issued pursuant to the Recapture relating to, any Award, Award ("Recapture"), if and to the extent— extent: (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. Section. In each instance, the Committee may, will, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards.
Unless otherwise specifically To the extent expressly provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's shareholders or of any Participant, require that
any a Participant reimburse the Company for all or any portion of any Awards granted
to him or her under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the
...Recapture relating to, associated with, any Award, if and to the extent— (a) the granting, vesting, or payment of such Award (or portion thereof) was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; results; (b) in the Committee's view the Participant either benefited from engaged in fraud or misconduct that caused a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused inaccurate or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. Section. In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act. Participant.
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Recoupment of Awards.
(a) Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders stockholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture relating to,
...any Award, Award held by the Participant, if and to the extent— (a) (i) the granting, vesting, or payment of such an Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) (ii) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) (iii) a lower granting, vesting, or payment of such an Award would have occurred based upon on the conduct described in clause (b) of this Section 15. the foregoing clauses (i) or (ii); or (iv) as required by Applicable Laws. 17 In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Participant. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards.
(a) Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders stockholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture relating to,
...any Award, Award held by the Participant, if and to the extent— (a) extent: (i) the granting, vesting, or payment of such an Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) (ii) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) or (iii) a lower granting, vesting, or payment of such an Award would have occurred based upon on the conduct described in clause (b) of this Section 15. 10(b) above. In each instance, the Committee may, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture 14 relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Participant. Notwithstanding any other provision of the this Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's
shareholders or of any Participant, stockholders, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the Termination or Rescission of, or the Recapture
relating to, ass...ociated with, any Award, if and to the extent— if— (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) in the Committee's view the Participant either benefited from a calculation that later proves to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) of this Section 15. restated financial results. In each instance, the Committee may, will, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement, and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval or consent of the Company's shareholders or of any Participant, require that any Participant reimburse the Company for all or any portion of any Awards granted under this Plan ("Reimbursement"), or the Committee may require the
Termination termination of any outstanding, unexercised, unexpired Awards ("T...ermination"), or Rescission of, rescission of any exercise, payment, or delivery pursuant to the Award ("Rescission"), or the Recapture relating to, recapture of any Award, Shares ("Recapture"), if and to the extent— extent: (a) the granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the subject of a material financial restatement; (b) in the Committee's view view, the Participant either benefited from a calculation that later proves proved to be materially inaccurate, or engaged in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate; and (c) a lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (b) (a) of this Section 15. Section. In each instance, the Committee may, shall, to the extent practicable and allowable or required under Applicable Laws, require Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination Termination, or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three (3) years prior to the first date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement, Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the Exchange Act.
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