Recoupment of Awards Clause Example from Business Contracts

Recoupment of Awards. 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 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 associated with, any Awa...rd, 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; (b) in the Committee's view the Participant engaged in fraud or misconduct that caused a calculation that later proves to be materially 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. In each instance, the Committee may, to the extent practicable and allowable under Applicable Laws, require Reimbursement, Termination or Rescission of, or Recapture relating to, any such Award granted to a Participant. View More