A clawback clause is a provision in a contract that allows an employer or company to reclaim previously disbursed compensation, such as bonuses or stock options, from employees or executives under certain circumstances, typically involving misconduct or failure to meet performance targets. This clause is designed to protect the company’s financial interests and ensure accountability and compliance with agreed-upon standards or conditions.
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
“Discretionary Clawback Participant” means (i) any employee of the Company Group receiving equity awards from the Company pursuant to (x) the Community Health Systems, Inc. 2009 Stock Option and Award Plan, as amended and restated or otherwise amended from time to time, or (y) any other equity incentive plan of the Company adopted following the Adoption Date, (ii) any employee of the Company Group receiving any short-term cash incentive award from the Company pursuant to (a) the Community Health Systems, Inc. 2019 Employee Performance Incentive Plan, as amended from time to time (the “2019 Plan”), or (b) any other short-term cash incentive plan of the Company adopted following the Adoption Date, and (iii) any other employee of the Company Group hereafter designated as a “Discretionary Clawback Participant” by the Committee.
“NYSE Clawback Eligible Incentive Compensation” shall mean all Incentive-Based Compensation Received by any current or former Executive Officer on or after the Effective Date, provided that: (i) such Incentive-Based Compensation is Received after such individual began serving as an Executive Officer; (ii)such individual served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (iii)such Incentive-Based Compensation is Received while the Company has a class of securities listed on the NYSE; and (iv)such Incentive-Based Compensation is Received during the applicable Clawback Period.
CLAWBACK POLICY ACKNOWLEDGEMENT AND ACCEPTANCE FORM. The Board of Directors of BioRestorative Therapies, Inc. has adopted a Clawback Policy which is applicable to the Company’s Covered Individuals. I, the undersigned, acknowledge that I have received a copy of the Clawback Policy, as it may be amended, restated, supplemented or modified from time to time, and that I have read it, understand it, and acknowledge that I am fully bound by, and subject to, all of the terms and conditions thereof.
CLAWBACK POLICY. Purpose. The Board of Directors (the “Board”) of BioRestorative Therapies, Inc. (the “Company”) has adopted this clawback policy, as amended (the “Clawback Policy”), which describes the circumstances in which Covered Individuals will be required to repay or return Erroneously Awarded Compensation to the Company in the event of an Accounting Restatement in accordance with Clawback Rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Stock Market LLC (the “Exchange”). Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 2 or 4 below.
“Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
“Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) or the Exchange pursuant to Rule 10D-1 under the Exchange Act (including Nasdaq Stock Market Listing Rule 5608), in each case as may be in effect from time to time.
The Board of Directors (the “Board”) of International Seaways, Inc. (together with its direct and indirect subsidiaries as the Board determines is applicable, the “Company”) has determined that it is in the best interest of the Company and its shareholders to implement and effect as of October 2, 2023 (the “Effective Date”), this Incentive Compensation Recoupment Policy (as may be amended and/or restated from time to time, this “Two-Part Clawback Policy”), comprised of Part A (Dodd-Frank Act Restatement Clawback Policy) and Part B (Supplemental Clawback Policy).
As of the Effective Date, Part B (Supplemental Clawback Policy) of this Two-Part Clawback Policy amends and restates the Incentive Compensation Recoupment Policy for Executive Officers (the “Prior Policy”), which was initially adopted by Overseas Shipholding Group, Inc. (“OSG”) on December 9, 2009 and was subsequently adopted by the Company in conjunction with the spin-off of the Company from OSG effective as of November 30, 2016. For the avoidance of doubt, the rights of recoupment that may be available to the Company prior to the Effective Date shall remain outstanding to the extent permitted pursuant to the Prior Policy and be governed by the terms and conditions of the Prior Policy.
Purpose. The purpose of the Dodd-Frank Act Restatement Clawback Policy (this “Dodd-Frank Act Restatement Clawback Policy”) is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules.
CLAWBACK POLICY 1.Name and Purpose. This Clawback Policy is intended to satisfy the obligations of Silgan Holdings Inc. (the “Company”) pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 of the Exchange Act, and other applicable rules of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”). 2.Authority; Administration. This Clawback Policy shall be administered by the Compensation Committee of the Board of Directors of the Company, except as otherwise set forth herein. In furtherance of this authority, the Compensation Committee is authorized to make all determinations for the administration of this Clawback Policy. Any interpretations, determinations and decisions made by the Compensation Committee with regard to this Clawback Policy shall be final and binding on the Company and all affected individuals and need not be consistent or uniform with respect to individuals subject to this Clawback Policy.
Subject Individuals. This Clawback Policy applies to Executive Officers of the Company. 5.Clawback Requirement. The Company will recover reasonably promptly the amount of Erroneously Awarded Compensation in the event that the Company is required to prepare a Restatement (the “Clawback Requirement”) in accordance with the terms of this Clawback Policy.
(g)Clawback Period. With respect to any Accounting Restatement, the three completed fiscal years immediately preceding the date that Elbit Systems is required to prepare an Accounting Restatement pursuant to Section 5 of this Clawback Policy and any transition period (that results from a change in Elbit Systems' fiscal year) of less than nine months within or immediately following those three completed fiscal years.
Clawback Policy. This Policy Regarding the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.
Clawback Rules. Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act) or the Nasdaq pursuant to Rule 10D-1 under the Exchange Act (including Nasdaq Listing Rule 5608).
CERAGON NETWORKS LTD POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Ceragon Networks Ltd (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Clawback Policy but not otherwise defined herein are defined in Section 12. This Clawback Policy is intended to comply with the requirements of the Applicable Rules (as defined below). 1. Persons Subject to Clawback Policy This Clawback Policy shall apply to and be binding and enforceable on current and former Officers. In addition, the Committee and the Board may apply this Clawback Policy to persons who are not Officers (in such cases, with references herein to “Officers” deemed to include such persons), and such application shall apply in the manner determined by the Committee and the Board in their sole discretion.
Compensation Subject to Clawback Policy. This Clawback Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Clawback Policy, Incentive-Based Compensation will be deemed to be “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
Policy Purpose. The purpose of this incentive-based compensation recovery, or clawback, policy (the “Clawback Policy”) adopted by iPower Inc. (the “Company”) is to enable the Company to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatement. This Clawback Policy is intended to comply with the requirements set forth in The Nasdaq Stock Market Listing Rule 5608 of the corporate governance rules (the “Listing Rule”) and shall be construed and interpreted in accordance with such intent. Unless otherwise defined in this Clawback Policy, capitalized terms shall have the meaning ascribed to such terms in Section 7. This Clawback Policy shall become effective on December 1, 2023. Where the context requires, reference to the Company shall include the Company’s subsidiaries and affiliates (as determined by the Committee in its discretion).
A clawback is a contractual provision that allows an employer or a financial institution to reclaim previously distributed funds or benefits, typically in cases of misconduct, fraud, or the violation of terms. Clawbacks are often utilized in the financial and corporate sectors to ensure fairness and integrity, encouraging responsible behavior by tying financial rewards to performance over time or compliance with the stipulated conditions.
You should consider using a clawback in situations where you want to:
When drafting a clawback provision, be mindful of the following aspects:
Clawback clauses are typically included in contracts within:
By understanding and integrating these elements, the efficacy of clawback clauses can be maximized to protect organizational resources and ensure ethical conduct.
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