Example ContractsClausesForfeiture, Clawback or Recoupment
Remove:

Clawback; Forfeiture. Any Award granted pursuant to the Plan on or after will be subject to potential recovery by the Administrator to the extent the Participant is, or in the future becomes, subject to # the Company's Incentive Compensation Clawback Policy or any similar Company "clawback" or recoupment policy or policies that may be adopted by the Board or the Compensation Committee from time to time, or # any law, rule or regulation which imposes mandatory recoupment, under the circumstances set forth in any such law, rule or regulation.

Clawback/Forfeiture. If the Participant receives any amount in excess of what the Participant should have received under the terms of this Award Agreement for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Restricted Stock shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

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.

If you are or become a Covered Person under the Company’s Policy for Recoupment of Incentive Compensation, you agree that your Option, and shares issuable upon exercise of the Option, are subject to recoupment, including in connection with a financial restatement or any detrimental conduct, pursuant to and in accordance with the Company’s Policy for Recoupment of Incentive Compensation, as amended from time to time, and pursuant to any other policy the Company may adopt pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, other applicable law, or stock exchange listing standard. No recovery of compensation under such a clawback policy shall be treated as an event giving rise to a right to terminate employment for “good reason” or “constructive termination” (or any similar term) under any agreement with the Company.

/

The options are subject to the compensation recovery provisions of the Plan. In addition, the options are subject to the Kimberly-Clark Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). Further, the options are subject to recoupment, as determined by the Corporation in its sole discretion, if following a Participant’s Retirement, the Corporation discovers that such Participant’s employment could have been terminated for Cause. A recovery under this section may be made by # cancelling any options which have not yet vested or been exercised; # recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on exercise of the options; # recovering proceeds realized by the Participant on the sale of such Common Stock; # withholding compensation otherwise due to the Participant; # payment by the Participant; and/or # by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable.

The PRSUs are subject to the compensation recovery provisions of the Plan. In addition, the PRSUs are subject to the Kimberly-Clark Corporation Compensation Recoupment Policy (such policy, as it may be amended from time to time, the “Recoupment Policy”) if the Participant is a Leader (as defined in the Recoupment Policy). A recovery under this section may be made by # cancelling any PRSUs which have not yet vested or been settled; # recovering shares of Common Stock or cash equal to the value of the shares of Common Stock issued on settlement of the PRSUs, including shares resulting from dividend equivalents; # recovering proceeds realized by the Participant on the sale of such Common Stock; # withholding compensation otherwise due to the Participant; # payment by the Participant; and/or # by such other means determined appropriate under the terms of the Recoupment Policy. If the Participant is required to repay the Corporation, the Corporation is entitled to offset the payment in a way that is intended to avoid the application of penalties under Section 409A of the Code, if applicable.

/

No claim or entitlement to compensation or damages shall arise from forfeiture of the Award or recoupment of any shares of Common Stock acquired under the Plan resulting from # the termination of the Participant's employment by the Corporation or the Employer (regardless of the reason for such termination and whether or not the termination is later found to be invalid or in breach of employment laws); and/or # the application of the Corporation’s Recoupment Policy or any recovery or clawback policy required by law.

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.

Clawback. The Employee agrees to be bound by the provisions of any recoupment or “clawback” policy that the Company may adopt from time to time that by its terms is applicable to the Employee, or by any recoupment or “clawback” that is otherwise required by law or the listing standards of any exchange on which the Company’s common shares are then traded, including the “clawback” required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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. This award and any resulting payment or Shares is subject to set-off, recoupment, or other recovery orclawback” as required by applicable law or by any Company policy on the clawback of compensation, as amended from time to time.

Recoupment. Any and all payments issued and/or made hereunder shall be subject to the “clawback” and recoupment provisions set forth in the Plan or required by law.

Clawback. This Award shall be subject to the clawback provision of [Section 16(n)] of the Plan and the Recoupment Policy of the Company, as in effect from time to time.

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.

Recoupment. The Participant acknowledges that the Corporation shall recover from any Participant who is a current or former executive officer all or any portion of any exercised Options to the extent required by [Section 954] of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law No. 111-203, or as may otherwise be required by law.

Clawback. All Awards made under this 2018 Outperformance Plan shall be subject to the Recoupment Policy set forth in the Prologis Governance Guidelines and any other clawback policies that may be adopted by the Company in accordance with applicable law, rule or regulation.

Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.