A clawback provision is a clause in a contract that allows an employer to reclaim previously paid compensation, typically in instances of misconduct, financial restatements, or failure to meet performance metrics. It serves as a protective measure to ensure accountability and financial integrity within an organization.
3.Compromise and Release of Clawback Provision. In recognition of a good faith dispute as to the meaning, intent and administration of the Clawback Provision, you and the Company agree that your agreement to the Revised Separation Date and consequent forfeiture of the November Vestings shall constitute full satisfaction of the Parties’ rights and obligations with respect to the Clawback Provision. As further consideration for this Compromise and Release, you further agree: (i) on or within twenty-one (21) days of your receipt of this Agreement, you sign it and allow the releases contained herein to become effective; and (ii) you will fully comply with your obligations hereunder during the Transition Period and thereafter. In the event the Company believes you have not fully complied with your obligations, the Company must provide you written notice of such event and provide you three (3) days to cure such event, until which time you will be deemed to have fully complied.
Clawback: If the Committee considers that there is a significant downward restatement of our financial results it may, in its discretion, within two years of your performance-related remuneration (which, for the avoidance of doubt) includes vested awards under the GSIP and MCIP) vesting or being paid: • require you to repay to Unilever (or as Unilever directs) an amount equal to the after-tax value of some or all of any cash bonus you were paid (as determined by the Committee); and/or • require you to transfer to Unilever (or as Unilever directs) for nil consideration, some or all of the after-tax number of Unilever shares which have previously vested, or pay to Unilever (or as Unilever directs) an amount equal to the value of those shares (as determined by the Committee); and/or • require Unilever to withhold from, or offset against, any other remuneration to which you may be or become entitled in connection with your employment such an amount as the Committee considers appropriate. Where you are notified that you must transfer shares or pay an amount in accordance with this clawback provision, any such shares or cash must be transferred or paid (as directed by Unilever) within 30 days of the notification. To avoid doubt, in exercising its powers under these malus and clawback provisions, the Committee may, in its discretion, apply different treatments to: (i) different employees and/or (ii) different remuneration, and may apply such different treatment in combination. These provisions can apply even if you are not responsible for the event in question, or if it happened before the vesting or grant of your performance-related remuneration.
Clawback Provision Notwithstanding anything herein to the contrary, any and all incentive compensation awarded or paid by the Company shall be subject to clawback, forfeiture and repayment (i) to the extent necessary to comply with the requirements of applicable law, the rules and regulations of the Securities and Exchange Commission, applicable stock exchange listing standards, or the Company’s clawback policy, as amended from time to time, or (ii) to the extent deemed appropriate by the Board of Directors or any committee thereof, upon its determination that the recipient has violated applicable restrictive covenants.
Clawback Provision Notwithstanding anything herein to the contrary, any and all incentive compensation awarded or paid by the Company shall be subject to clawback, forfeiture and repayment (i) to the extent necessary to comply with the requirements of applicable law, the rules and regulations of the Securities and Exchange Commission, applicable stock exchange listing standards, or any clawback policy of the Company, as amended from time to time, or (ii) to the extent deemed appropriate by the Board of Directors or any committee thereof, upon its determination that the recipient has violated applicable restrictive covenants.
•Clawback Provision: The Amended Equity Plan includes a mandatory clawback provision consistent with the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, related listing standards of the New York Stock Exchange, and the Company's clawback policy. Under the Amended Equity Plan, and consistent with the Company's clawback policy, the executive is required to repay or return erroneously awarded compensation in the event of an accounting restatement of previously-reported financial results.
2. Strengthened Clawback Provision. The Plan provides that all compensation awarded under the Plan and prior incentive plans is subject to recovery or other penalties pursuant to any clawback provision set forth in an applicable award agreement. It further provides that, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, the Committee may terminate any awards granted under the Plan or prior incentive plans and/or require any participant to reimburse the Company the amount of any payment or benefit received with respect to any awards granted under the Plan and prior incentive plans to the extent such awards would not have been earned or accrued after giving effect to the accounting restatement.
CLAWBACK: Associate acknowledges and agrees that, to the extent permitted by governing law, Section 2.11 of the ARG applies to any bonus under this Agreement. Associate acknowledges and agrees that in addition to all other requirements in this Agreement to earn a bonus, Associate’s eligibility to earn a bonus is directly related to, and dependent on, compliance with the sections in this Agreement relating to confidential information, disparaging statements, and non-solicitation (all collectively, “Restrictions”). In the event the Company reasonably believes that Associate has violated any of the Restrictions at any time the applicable Restriction applied to Associate, the Company shall be entitled to seek all injunctive relief and recover all damages available to it under any legal theory; and Associate will forfeit, and if previously paid, repay any bonus previously paid by the Company to Associate. In accordance with applicable law, Associate authorizes the Company to directly deduct any sums claimed by the Company under this clawback provision from any wages owed to Associate by the Company.
4. Clawback Provisions 4.01. Notwithstanding any provisions in this Agreement to the contrary, any Grant Shares issued hereunder shall be subject to recoupment and recapture as provided in this Section 4 or to the extent necessary to comply with the requirements of any Company-adopted policy, any laws or regulations, listing policy of any exchange or market. 4.02. By accepting these Grant Shares, Grantee agrees and acknowledges that he or she is obligated to cooperate with, and provide any and all assistance necessary to, the Company to recover, recoup or recapture the Grant Shares (or monies received upon the sale of such shares) pursuant to such law, government regulation, stock exchange or market listing requirement or the terms herein. Such cooperation and assistance shall include, but is not limited to, executing, completing and submitting any documentation necessary to recover, recoup or recapture any such Grant Shares. 4.03. Absent any formal clawback policy of the Company, Grantee agrees that he/she shall forfeit and pay back to the Company all of such Grant Shares (or monies received upon the sale of such shares) if a majority of the members of the Board determine that the Grantee had committed a Cause Event during the period from the Grant Date to and including September 30, 2022. 4.04. Subject however to the provisions Subsection 4.03 above, if Grantee’s Continuous Business Relationship with the Company is terminated due to Grantee’s resignation or Disability (“Termination Event”) occurring in the Second or Third Periods, then in such event, the number of Grant Shares (or monies received upon the sale of such shares) subject to the clawback provision and shall be as follows: A. If the Termination Event occurs during the Second Period, then the Grantee shall forfeit and return 2/3rds of the Grant Shares (or monies received upon the sale of such shares) to the Company, and B. If the Termination Event occurs during the Third Period, then the Grantee shall forfeit and return 1/3rd of the Grant Shares (or monies received upon the sale of such shares) to the Company.
5.5 Clawback. (a) If, due to a restatement of CMS Energy’s or an affiliate’s publicly disclosed financial statements or otherwise, an Officer is subject to an obligation to make a repayment or return of benefits to CMS Energy or an affiliate pursuant to a clawback provision contained in this Plan, a supplemental executive retirement plan, the Performance Incentive Stock Plan, or any other benefit plan (a “benefit plan clawback provision”) of the Company, the Committee may determine that it shall be a precondition to the payment of any award under this Plan, that the Officer fully repay or return to the Company any amounts owing under such benefit plan clawback provision (taking into account the requirements of Code Section 409A, to extent applicable). Any and all awards under this Plan are further subject to any provision of law, which may require the Officer to forfeit or return any benefits provided hereunder, in the event of a restatement of the Company’s publicly disclosed accounting statements or other illegal act, whether required by Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, federal securities law (including any rule or regulation promulgated by the Securities and Exchange Commission), any state law, or any rule or regulation promulgated by the applicable listing exchange or system on which the Company lists its traded shares. (b) To the degree any benefits hereunder are not otherwise forfeitable pursuant to the preceding sentences of this Section 5.5, the Board or a Committee delegated authority by the Board (“delegated Committee”), may require the Officer to return to the Company or forfeit any amounts granted under this Plan, if: 1. the grant of such compensation was predicated upon achieving certain financial results which were subsequently the subject of a substantial accounting restatement of the Company’s financial statements filed under the securities laws (a “financial restatement”), 2. a lower payout or Annual Award (“reduced financial results”), would have occurred based upon the financial restatement, and 3. in the reasonable opinion of the Board or the delegated Committee, the circumstances of the financial restatement justify such a modification of the Annual Award. Such circumstances may include, but are not limited to, whether the financial restatement was caused by misconduct, whether the financial restatement affected more than one period and the reduced financial results in one period were offset by increased financial results in another period, the timing of the financial restatement or any required repayment, and other relevant factors. Unless otherwise required by law, the provisions of this Subsection (b) relating to the return of previously paid Plan benefits shall not apply unless a claim is made therefore by the Company within three years of the payment of such benefits. (c) The Board or delegated Committee shall also have the discretion to require a clawback in the event of a mistake or accounting error in the calculation of a benefit or an award that results in a benefit to an eligible individual to which he/she was not otherwise entitled. The rights set forth in this Plan concerning the right of the Company to a clawback are in addition to any other rights to recovery or damages available at law or equity and are not a limitation of such rights.
Clawback. The Agreement contains a clawback provision under which all performance-based cash bonuses and equity incentive awards issued under the Agreement will be subject to clawback (i) in the event the Company restates its financial statements and the Compensation Committee determines that the award paid or issued to Mr. Allison would not have been paid or vested had actual performance been based on the restated results; (ii) if the Committee determines that a performance measure was satisfied based on peer comparison data that does not include fourth quarter data and ultimately it is determined that the such measure was not satisfied once fourth quarter data is received; (iii) if the Committee determines in its reasonable discretion that an award would not have been made or vested had the Committee known of an action or omission of Mr. Allison; and (iv) under any Company clawback policy as may be in effect from time to time which may require the awards to be repaid or forfeited to the Company after they have been paid or issued.
5.5 Clawback. (a) If, due to a restatement of CMS Energy’s or an affiliate’s publicly disclosed financial statements or otherwise, an Officer is subject to an obligation to make a repayment or return of benefits to CMS Energy or an affiliate pursuant to a clawback provision contained in this Plan, a supplemental executive retirement plan, the Performance Incentive Stock Plan, or any other benefit plan (a “benefit plan clawback provision”) of the Company, the Committee may determine that it shall be a precondition to the payment of any award under this Plan, that the Officer fully repay or return to the Company any amounts owing under such benefit plan clawback provision (taking into account the requirements of Code Section 409A, to extent applicable). Any and all awards under this Plan are further subject to any provision of law, which may require the Officer to forfeit or return any benefits provided hereunder, in the event of a restatement of the Company’s publicly disclosed accounting statements or other illegal act, whether required by Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, federal securities law (including any rule or regulation promulgated by the Securities and Exchange Commission), any state law, or any rule or regulation promulgated by the applicable listing exchange or system on which the Company lists its traded shares.
13. Clawback or Recoupment Policy. In consideration for the grant of the Award, Grantee agrees to be subject to (i) any compensation, clawback, recoupment or similar policies of the Company or its Affiliates that may be in effect from time to time, whether adopted before or after the Grant Date, and (ii) to such other clawbacks as may be required by applicable law, regulation or exchange listing standard ((i) and (ii) together, the “Clawback Provisions”). Grantee understands that the Clawback Provisions are not limited in their application to the Award, or to equity or cash received in connection with the Award. To the extent that any Clawback Provision is now or in the future applicable to Grantee, Grantee agrees that Grantee is hereby bound by such Clawback Provision in its entirety. For the avoidance of doubt, this Section 13 is in addition to, and not in lieu of, Section 15.7 of the Plan.
Section 3. NYSE Clawback Provisions. 3.1. Recoupment of Erroneously Awarded Compensation from Executive Officers. In the event that the Company is required to prepare an Accounting Restatement, (i) the Committee shall determine the amount of any Erroneously Awarded Compensation for each applicable current or former Executive Officer (whether or not such individual is serving as an Executive Officer at such time) (the “Applicable Executives”) in connection with such Accounting Restatement, and (ii) the Company will reasonably promptly require the recoupment of the amount of such Erroneously Awarded Compensation from any such Applicable Executive, and any such Applicable Executive shall surrender such Erroneously Awarded Compensation to the Company, at such time(s), and via such method(s), as determined by the Committee in accordance with the terms of this Policy. 3.2 Impracticability Exceptions. Notwithstanding anything herein to the contrary, the Company shall not be required to recover Erroneously Awarded Compensation from any Applicable Executive pursuant to the terms of this Policy if (1) the Committee determines that such recovery would be impracticable, and (2) any of the following conditions is met: (a) the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement pursuant to this clause (a), the Company has (x) made a reasonable attempt to recover such Erroneously Awarded Compensation, (y) documented such reasonable attempt(s) to recover, and (z) provided such documentation to the NYSE; (b) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, has provided copy of the opinion is provided to the NYSE; or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. 3.3 Acknowledgment. Each Executive Officer shall be required to sign and return to the Company the form of acknowledgment to this Policy in the 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.
Section 2.3 Clawback Provision. Anything in this Award Agreement to the contrary notwithstanding, the Employee hereby acknowledges and agrees that any compensation payable under this Agreement is subject to the Company’s rights and remedies under any Company clawback or recoupment policy, as may be in place from time to time, including the Del Taco Restaurants, Inc. Incentive Compensation Recoupment Policy.
A clawback provision refers to a contractual clause that allows an employer or company to reclaim previously disbursed compensation or benefits if certain conditions are met. These conditions often involve scenarios where the employee’s actions or performance are later found to be lacking, misleading, or fraudulent. Clawback provisions are commonly put in place to ensure that executives act in the best interest of the company and its shareholders.
You should use a clawback provision in situations where there is a potential risk of misconduct, fraud, or underperformance that could harm the company or its stakeholders. They are particularly useful in:
When writing a clawback provision, it is important to clearly define the conditions under which the clawback can be enacted, the process for reclaiming the compensation, and the timeframe in which the provision is applicable. Here’s a general format:
Clawback Provision:
In the event that [Employee Name] is found to have engaged in [specific misconduct, fraud, or breach of contract terms], or if financial statements are restated due to error or misconduct, [Company Name] reserves the right to recover any [specified compensation or benefits] paid to [Employee Name] within the previous [timeframe, e.g., 3 years].
The process for reclaiming the compensation will include [describe steps, e.g., written notice, repayment schedule]. This provision remains in effect until [specific date or condition].
Clawback provisions are typically found in a variety of contracts, including but not limited to:
By including a clawback provision in these contracts, companies can better safeguard their interests and promote ethical behavior among employees and executives.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A confidentiality clause is a provision in a contract that obligates one or both parties to keep certain information confidential and not to disclose it to third parties without prior consent. This clause is designed to protect sensitive information such as trade secrets, business strategies, and proprietary data shared during the course of the contractual relationship.
Consequential damages refer to losses that do not flow directly and immediately from an act but rather result indirectly from the act's harmful consequences, such as lost profits or business opportunities. These damages are often excluded in contracts to limit a party's liability for these indirect, and sometimes unforeseeable, damages stemming from breaches or other issues.
A cooperation clause requires that all parties involved in a contract work together collaboratively and provide necessary support to each other to fulfill the terms and conditions of the agreement. This may include sharing information, resources, and assistance to ensure the successful completion of contractual obligations.
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