Recoupment Provision. In the event of a restatement of the Company's consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion, and the Executive shall be bound by such determination: (a) cancel all or a portion of the RSUs, whether vested or unvested, including an
...y dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Compensation Committee determines indicates intent to mislead management, the Board, or the Company's shareholders, but shall not include good faith errors in judgment made by the Executive. The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision.
The provisions of this Section 12 apply only if the Team Member is at the officer level or above on the Grant Date. In the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to t
...he Award, as determined by the Human Resources & Compensation Committee of the Board (the "Compensation Committee") in its sole discretion, and the Executive Team Member shall be bound by such determination: (a) cancel all or a portion of the RSUs, whether vested or unvested, including any dividend equivalents related to the Award; and 4. (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award. The Award.The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional violation of the Company's shareholders, Business Conduct Guide (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. The Team Member further agrees that the terms of this Section shall survive the Team Member's termination of Service and any conversion of the Award into Shares. This Section 14 12 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of a restatement of the Company's consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the
Executive, Team Member, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee") in its sole discretion, and the
Executive Team Member shall be bound by such determination: (a) cancel all or a portion of the RSU
...s, whether vested or unvested, including any dividend equivalents related to the Award; and (b) and(b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee determines indicates intent to mislead management, the Board, or the Company's shareholders, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. The Team Member further agrees that the terms of this Section shall survive the Team Member's termination of Service and any conversion of the Award into Shares. This Section 14 12 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee") ...in its sole discretion, and the Executive Team Member shall be bound by such determination: 4. (a) cancel all or a portion of the RSUs, PSUs, whether vested earned or unvested, unearned, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional violation of the Company's shareholders, Business Conduct Guide (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. The Team Member further agrees that the terms of this Section shall survive the Team Member's termination of Service and any conversion of the Award into Shares. This Section 14 12 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of a restatement of the Company's consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the
Executive, Team Member, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee") in its sole discretion, and the
Executive Team Member shall be bound by such determination:
4. (a) cancel all or a portion of the
...RSUs, PSUs, whether vested earned or unvested, unearned, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee determines indicates intent to mislead management, the Board, or the Company's shareholders, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. The Team Member further agrees that the terms of this Section shall survive the Team Member's termination of Service and any conversion of the Award into Shares. This Section 14 12 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision.
In Unless otherwise required by the Company's then-effective Recoupment Policy, in the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Co
...mpensation 5. & Human Capital Management Committee of the Board (the "Compensation Committee") in its sole discretion, and the Executive Team Member shall be bound by such determination: (a) cancel all or a portion of the RSUs, PBRSUs, whether vested or unvested, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PBRSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Compensation & Human Capital Management Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional violation of the Company's shareholders, Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee...") in its sole discretion, and the Executive Team Member shall be bound by such determination: (a) cancel all or a portion of the RSUs, PBRSUs, whether vested or unvested, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PBRSUs to Shares or the sale of Shares related to the Award. Award.5. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional violation of the Company's shareholders, Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee...") in its sole discretion, and the Executive Team Member shall be bound by such determination: (a) cancel (a)cancel all or a portion of the RSUs, PBRSUs, whether vested or unvested, including any dividend equivalents related to the Award; and (b) require 5. (b)require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PBRSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional violation of the Company's shareholders, Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of
intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company's consolidated financial
statements that is caused, in whole or in part, by the intentional misconduct of the Executive, statements, the Company may take one or more of the following actions with respect to the Award, as determined by the
Human Resources & Compensation Committee of the Board
(the "Compensation Committee...") in its sole discretion, and the Executive Team Member shall be bound by such determination: (a) cancel all or a portion of the RSUs, PBRSUs, whether vested or unvested, including any dividend equivalents related to the Award; and (b) require repayment of all or any portion of the amounts realized or received by the Executive Team Member resulting from the conversion of RSUs PBRSUs to Shares or the sale of Shares related to the Award. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Human Resources & Compensation Committee or its delegate determines indicates intent to mislead management, the Board, or an intentional violation of law, an intentional5. violation of the Company's shareholders, Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Executive. Team Member. The Executive Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive Team Member under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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Recoupment Provision. In the event of a restatement of the Company's consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the
Award, Option, as determined by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion, and the Executive shall be bound by such determination: (a) cancel all or a portion of the
RSUs, Option, whether vested or
unvest...ed, including any dividend equivalents related to the Award; unvested; and (b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion exercise of RSUs to Shares all or any portion of the Option or the sale of Shares related to the Award. Option. The term "restatement" shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term "intentional misconduct" shall be limited to conduct that the Compensation Committee determines indicates intent to mislead management, the Board, or the Company's shareholders, but shall not include good faith errors in judgment made by the Executive. 5 The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company's deferred compensation plans to the extent permitted under Code Section 409A. The Executive further agrees that the terms of this Section shall survive the Executive's termination of Service and any exercise of the Option. This Section 14 9 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.
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