Example ContractsClausesAward Subject to Company Clawback or Recoupment
Award Subject to Company Clawback or Recoupment
Award Subject to Company Clawback or Recoupment contract clause examples

Award Subject to Company Clawback or Recoupment. The Shares subject to this Award shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term during which Participant is a Service Provider that is applicable to executive officers, employees, directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law may require the forfeiture of the Shares (whether vested or unvested) and the recoupment of any gains realized with respect to any Shares that had previously vest and delivered to Participant.

“16. Clawback or Recoupment: Notwithstanding any other provisions in this Plan, any Award shall be subject to clawback, recovery or recoupment by the Company under any clawback or recoupment policy adopted by the Company, whether before or after the date of grant or payment of the Award.”

Recoupment. This Award shall be subject to mandatory repayment by the Grantee to the Company pursuant to the terms of any applicable Company “clawback” or recoupment policy.

Clawback Policy. The Award is fully conditioned on and subject to the Performance Conditions (as defined in the Clawback Policy) to vesting and the other clawback, forfeiture and cancellation provisions described in the Wells Fargo & Company Clawback and Forfeiture Policy attached hereto as Exhibit B, as it may be amended from time to time (the “Clawback Policy”). The Award is also subject to any other applicable reduction, recoupment, “malus” orclawback” policies, practices or provisions of the Company and its Affiliates, as in effect from time to time, and any applicable reduction, recoupment, malus or clawback requirements imposed under laws, rules and regulations.

Clawback. The Award RSUs are subject to any written clawback policies that the Company, with the approval of the Board, may adopt. Any such policy may subject the Award RSUs to reduction, cancelation, forfeiture or recoupment if certain specified events or wrongful conduct occur, including, but not limited to, an accounting restatement due to the Company’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any such clawback policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and rules promulgated thereunder by the Securities and Exchange Commission, and that the Company determines should apply to the Award RSUs.

Other Compensation Clawback/Recoupment Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies, rights or requirements with respect to the clawback or recoupment of any compensation that may be available to the Company pursuant to the terms of any other recoupment or clawback policy of the Company (or any of its affiliates) that may be in effect from time to time, any provisions in any employment agreement, offer letter, restrictive covenant agreement, equity plan, equity award agreement or similar plan or agreement and any other legal remedies available to the Company, as well as applicable law, stock market or exchange rules, listing standards or regulations; provided, however, that any amounts recouped or clawed back under any other policy that would be recoupable under this Policy shall count toward any required clawback or recoupment under this Policy and vice versa.

PSUs Subject to Clawback. For employees in Band 600 and above, this PSU Award will be subject to recoupment in the event of violations of the Company policy for Recoupment of Compensation for Compliance violations as set forth in Appendix A as amended from time to time. In addition, PSUs, and any proceeds therefrom, are subject to the Company’s right to reclaim their benefits in the event of a significant restatement of financial results for any Award Period, pursuant to the process described below.

Clawback. This award and any resulting settlement of this award in Shares is subject to set-off, recoupment, or other recovery orclawback” policy as required by applicable law, including any national exchange listing standards, or by any other future Company policy on the clawback of compensation for other reasons, as may be in place from time to time. The foregoing provisions of this Section 3(c) shall cease to apply following a Change in Control, except as otherwise required by applicable law, including any national exchange listing standards.

Company or any of its subsidiaries will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement, or pursuant to any clawback or recoupment policy adopted by the Company or any of its subsidiaries. In no event will the application of any such clawback or recoupment requirement or policy be deemed to constitute or contribute to the existence of Good Reason.

Clawback. The Participant’s rights with respect to this Award shall in all events be subject to # all rights that the Company may have under any Company written clawback or recoupment policy or other written agreement or arrangement with the Participant, and # all rights and obligations that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and any applicable rules and regulations promulgated thereunder form time to time by the U.S. Securities and Exchange Commission.

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