Acknowledgement and acceptance

Sample Acknowledgement and acceptance clauses

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  AMERICAN EXPRESS CO (AXP)

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  The Company may require an Executive Officer to sign and return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Executive Officer regardless of whether or not such Executive Officer signs and returns to the Company such Acknowledgement and Acceptance Form.

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  Osprey Securitization Holdings I, LLC

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  Acceptance or use of this Report constitutes an acknowledgement and acceptance of, and agreement to be bound by, the terms of the Special Notice set forth on the cover page of this Report (the “Special Notice”). If the Recipient is not willing to accept and acknowledge, or to agree to be bound by, the terms set forth in the Special Notice, it must return the Report to Black & Veatch immediately without making any copies thereof, extracts there from or use (including disclosure) thereof.

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  MONRO, INC. (MNRO)

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  By signing below, you acknowledge and confirm that you have received and reviewed a copy of the Monro, Inc. Clawback Policy (the “Policy”).  Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in the Policy.

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  FLJ Group Ltd (FLJ)

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  Each Executive Officer shall be required to sign and return to the Company the Acknowledgement and Acceptance Form attached hereto as Exhibit A pursuant to which such Executive Officer will acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Executive Officer and his or her successors (as specified in Section ‎11 of this Policy) regardless of whether or not such Executive Officer properly signs and returns to the Company such Acknowledgement and Acceptance Form and regardless of whether or not such Executive Officer is aware of his or her status as such.

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  DNOW Inc. (DNOW)

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  By signing this Acknowledgement and Acceptance Form below, the undersigned (the “Executive Officer”) acknowledges and confirms that the Executive Officer has received and reviewed a copy of the Incentive-Based Compensation Recovery Policy (the “Policy”) of NOW Inc. (the “Company”).

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  DNOW Inc. (DNOW)

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  In consideration of the Executive Officer’s eligibility to receive future Incentive-Based Compensation (as defined in the Policy) and to participate in Incentive-Based Compensation plans, as well as other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Executive Officer signing this Acknowledgement and Acceptance Form below, the Executive Officer acknowledges and agrees that:

  1. the Executive Officer is and will continue to be fully bound by, and subject to, the Policy;
  2. in the event of any inconsistency between the Policy and the terms of any employment or separation agreement to which the Executive Officer is a party, or the terms of any compensation plan, program or arrangement under which any Incentive-Based Compensation is granted, awarded, earned or paid, the terms of the Policy shall govern;
  3. the Policy will apply both during and after the Executive Officer’s employment with the Company;
  4. the Policy will apply to past and future Incentive-Based Compensation as provided in the Policy; and
  5. the Executive Officer is required to comply with the terms and conditions of the Policy, including, without limitation, the requirement to return any Erroneously Awarded Compensation (as defined in the Policy) to the Company to the extent required by, and in a manner consistent with, the Policy.

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  Quorum Health Corp (QHC, QHCCQ)

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  The Shares of Restricted Stock granted pursuant to this Award shall be issued in the form of a book entry of Shares in your name as soon as reasonably practicable after the Grant Date and shall be subject to your (or your estate’s, if applicable) acknowledgement and acceptance of this Agreement by electronic means to the Plan Administrator as provided in Section 9 hereof, or as you have been otherwise instructed.

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  COMMUNITY HEALTH SYSTEMS INC (CYH)

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  The Shares of Performance Based Restricted Stock granted to you pursuant to this Award shall be subject to your acknowledgement and acceptance of the Award and the terms of this Agreement to the Company or its Plan Administrator (including by electronic means, if so provided) no later than the earlier of (i) 180 days from the Date of Grant and (ii) the date that is immediately prior to the date that the Performance Based Restricted Stock vests pursuant to Section 4 or 5 hereof (the “Return Date”); provided that if you die before your Return Date, this requirement shall be deemed to be satisfied if the executor or administrator of your estate acknowledges and accepts this Agreement through the Company or its Plan Administrator no later than ninety (90) days following your death (the “Executor Return Date”).

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  EASTMAN KODAK CO (KODK)

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  By signing this Acknowledgement and Acceptance form, you:

  • acknowledge and confirm that you have received and reviewed a copy of the Eastman Kodak Company Compensation Recoupment (Clawback) Policy (the “Policy”) and agree that you are subject to the terms of the Policy, both during and after your employment with the Company and its subsidiaries, and that you will abide by the terms of the Policy and repay to the Company the amount of any Incentive-Based Compensation that you are determined to be required to repay under the Policy;

  • agree that the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to you by any amount to be recovered by the Company pursuant to the Policy if and to the extent any Incentive-Based Compensation required to be repaid has not been returned to the Company prior to the date that the subsequent amount becomes payable to you;

  • agree to reimburse the Company for any and all expenses reasonably incurred by the Company in seeking to recover any Incentive-Based Compensation in the event that you fail to promptly repay any or all such Incentive-Based Compensation to the Company when due; and

  • agree that any action by the Company to recover Incentive-Based Compensation under the Policy from you shall not, whether alone or in combination with any other action, event or condition, (a) constitute “good reason” for resignation or serve as a basis for a claim of “constructive termination” under any Company severance plan, any employment or other agreement with you, any award agreements or any other plan or arrangement, or (b) constitute a breach by the Company of any contract or agreement to which you are a party.

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  CD 2017-CD3 Mortgage Trust

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  The undersigned hereby (i) accepts AEGON’s assignment of its rights and obligations as Special Servicer pursuant to AEGON’s Notice of Assignment and Delegation to Successor dated May 20, 2021 and (ii) agrees to assume the punctual performance and observance, as of the Effective Date, of each covenant and condition to be performed by the Special Servicer under the TSA, and all of the responsibilities, duties and liabilities of the Special Servicer under the TSA that arise on and after the Effective Date.

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  Six Flags Entertainment Corp (SIX)

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  ACKNOWLEDGEMENT AND ACCEPTANCE FORM

  Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in the Six Flags Entertainment Corporation Incentive Compensation Clawback Policy (the “Policy”). By signing below, the undersigned Covered Executive or Covered Employee, as applicable, acknowledges and confirms that he or she has received and reviewed a copy of the Policy and, in addition, the Covered Executive or Covered Employee, as applicable, acknowledges and agrees as follows:

  A.the Covered Executive or Covered Employee is and will continue to be subject to the Policy and the Policy will apply both during and after the Covered Executive’s or Covered Employee’s employment with the Company;

  B.to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Covered Executive or Covered Employee is a party to with the Company and the Policy shall apply and govern Incentive-Based Compensation received by any Covered Executive or Covered Employee, notwithstanding any contrary or supplemental term or condition in any document, plan or agreement, including, without limitation, any employment contract, indemnification agreement, equity agreement, or equity plan document;

  C.the Covered Executive or Covered Employee shall abide by the terms of the Policy, including, without limitation, by returning any Recoverable Incentive to the Company to the extent required by, and in a manner permitted by, the Policy;

  D.any amounts payable to the Covered Executive or Covered Employee, including any Incentive-Based Compensation, shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Board of Directors or as required by applicable law or the requirements of the listing standards of the NYSE, and that such modification will be deemed to amend this acknowledgment;

  E.the Company may recover any Recoverable Incentive through any method of recoupment the Board of Directors deems appropriate, and the Covered Executive or Covered Employee agrees to comply with any request or demand for repayment by the Company in order to comply with the Policy;

  F.the recovery of Recoverable Incentive under the Policy will not give rise to any right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company;

  G.the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Covered Executive or Covered Employee by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by the Covered Executive or Covered Employee to the Company prior to the date that any subsequent amount becomes payable to the Covered Executive or Covered Employee; and

  H.any assertion or application of any rights under federal, state, local or foreign law or in contract or equity that would otherwise conflict with or narrow the Company’s authority to interpret, apply and enforce the Policy to its fullest extent, including but not limited to, the Company’s authority to withhold or divert wages pursuant to the Policy, is hereby waived by the Covered Executive or Covered Employee.

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  DANA INC (DAN)

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  By signing this Acknowledgement and Acceptance Form, the undersigned (the “Covered Executive”) acknowledges and confirms that the Covered Executive has received and reviewed a copy of the Dana Incorporated (“Dana” or the “Company”) Clawback Policy (the “Policy”). In consideration of the Covered Executive’s eligibility to receive future Incentive Compensation (as defined in the Policy) and to participate in the Company’s Incentive Compensation plans, as well as other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Covered Executive signing this Acknowledgement and Acceptance Form, the Covered Executive acknowledges and agrees that:

  1.    the Covered Executive is and will continue to be fully bound by, and subject to, the Policy;

  2.    in the event of any inconsistency between the Policy and the terms of any employment or separation agreement to which the Covered Recipient is a party, or the terms of any plan, program or arrangement under which any Incentive Compensation is granted, awarded, earned or paid, the terms of the Policy shall govern;

  3.    the Policy will apply both during and after the Covered Executive’s employment with the Company;

  4.    the Policy will apply to past and future Incentive Compensation as provided in the Policy; and

  5.    the Covered Executive is required to comply with the terms and conditions of the Policy, including, without limitation, the requirement to return any Compensation to the Company to the extent required by, and in a manner consistent with, the Policy.

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  Atlas Corp. (ATCOL, ATCO-PD, ATCO-PH)

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  ACKNOWLEDGEMENT AND ACCEPTANCE FORM Capitalized terms used but not otherwise defined in this Acknowledgement and Acceptance Form shall have the meanings ascribed to such terms in the Atlas Corp. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). By signing below, the undersigned executive officer (the “Executive Officer”) acknowledges and confirms that the Executive Officer has received and reviewed a copy of the Policy, and, in addition, the Executive Officer acknowledges and agrees as follows:

  (a)the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the Executive Officer’s employment with the Company;

  (b)to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Executive Officer is a party to with the Company;

  (c)the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner permitted by, the Policy;

  (d)any amounts payable to the Executive Officer, including any Incentive-based Compensation, shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Administrator or as required by applicable law or the requirements of the Listing Exchange, and that such modification will be deemed to amend this acknowledgment;

  (e)the Company may recover compensation paid to the Executive Officer through any Method of Recovery the Administrator deems appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company in order to comply with the Policy; and

  (f)the Company may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Executive Officer by any amount to be recovered by the Company pursuant to the Policy to the extent such amount has not been returned by the Executive Officer to the Company prior to the date that any subsequent amount becomes payable to the Executive Officer.