Example ContractsClausesDetrimental Activity and Recapture Provisions
Detrimental Activity and Recapture Provisions
Detrimental Activity and Recapture Provisions contract clause examples

Detrimental Activity and Recapture Provisions. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if a Participant, either # during employment or other service with the Company or a Subsidiary, or # within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, notwithstanding anything in this Plan to the contrary, any Evidence of Award or such clawback policy may also provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any Common Shares issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded.

Detrimental Activity and Recapture Provisions. All Awards shall be subject to the Committee’s right to cancel such Awards and/or to impose forfeitures to the extent required under Section 304 of the Sarbanes-Oxley Act of 2002. Subject to other terms and conditions as may be specified in an Agreement, if the Committee determines that a present or former Employee or Eligible Director has:

Notwithstanding anything in this Agreement to the contrary, in the event that, as determined by the Committee, Grantee engages in Detrimental Activity during employment with the Company or a Subsidiary, the PRSUs will be forfeited automatically and without further notice at the time of that determination. As used herein, “Detrimental Activity” means:

DETRIMENTAL ACTIVITY. Your option, the shares issued upon exercise of your option and any associated gain shall be subject to [Section 6.3(c)(ii)] of the Plan regarding the effects of engaging in Detrimental Activity.

Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the earlier of the delivery of Shares with respect to the Restricted Stock Units or, if applicable, the date on which such Shares would have been delivered but for a deferral pursuant to a deferred compensation arrangement made available by the Company, the Participant engages in Detrimental Activity, such Restricted Stock Units shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the Period of Restriction and delivery of Shares with respect to the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter.

Recapture. If Lessee proposes to sublease or assign all of the Premises for the remainder of the Term, once a letter of intent for such sublease or assignment has been executed, Lessee shall provide notice to Lessor (the “Recapture Notice”) of such intended sublease or assignment together with a copy of the executed letter of intent. Lessor shall have the option to recapture the entire Premises for the remainder of the Term by giving written notice thereof to Lessee within five (5) business days after receipt of the Recapture Notice. Such recapture notice shall cancel and terminate this Lease in its entirety as of the date stated in the Recapture Notice as the effective date of the proposed Transfer. If Lessor declines, or fails to elect in a timely manner to recapture the Premises under this [Section 59.3], then it shall have waived its right to recapture such sublease or assignment and Lessee may proceed with the negotiation of such sublease or assignment and request consent thereto from Lessor pursuant to Section 12 of the Lease.

The provisions in [Section 8.l] of the Plan regarding Detrimental Activity shall apply to the Restricted Stock.

has engaged in Detrimental Activity.

Clawback/Repayment/Detrimental Activity/Right to Offset. The shares of Restricted Stock granted under this Restricted Stock Agreement are subject to reduction, cancellation, forfeiture, recoupment and/or offset in accordance with the provisions of [Sections 14(v), 14(w) and 14(x)])])] of the Plan.

Detrimental Activities. If the Employee engages in any activity that violates any covenant or restriction contained in this [Section 7], in addition to any other remedy the Company may have at law or in equity, # the Employee will be entitled to no further payments or benefits from the Company under this Agreement or otherwise, except for any payments or benefits required to be made or provided under applicable law; # all forms of equity compensation held by or credited [[Organization A:Organization]] Employee will terminate effective as of the date on which the Employee engages in that activity, unless terminated sooner by operation of another term or condition of this Agreement or other applicable plans and agreements; and # any exercise, payment or delivery pursuant to any equity compensation award that occurred within one year prior [[Organization A:Organization]] date on which the Employee engages in that activity may be rescinded within one year after the first date that any member of the Board first became aware that the Employee engaged in that activity. In the event of any such rescission, the Employee will pay [[Organization A:Organization]] the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery (after deducting the Employee’s actual income tax liability incurred with respect to such gain or payment), in such manner and on such terms and condition as may be required. Notwithstanding any provision of this Agreement [[Organization A:Organization]] contrary, if the Employee disputes whether Employee has violated any covenant or restriction contained in [Section 7], and such dispute has been adjudicated to a final decision pursuant to [Section 8.5] in the Employee’s favor, the Company will pay [[Organization A:Organization]] Employee all amounts withheld or clawed back pursuant to this [Section 7.11] [[Organization A:Organization]] extent ordered by a court of competent jurisdiction; provided that legal action in this respect is filed by the Employee within 60 days after being notified of the Company’s decision affecting the Employee under this [Section 7.11].

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