Erroneously Awarded Compensation Clause Samples

Erroneously Awarded Compensation. All Awards, if and to the extent subject to the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, shall be subject to any incentive compensation policy established from time to time by the Company to comply with such Act.

Erroneously Awarded Compensation. The Units issued hereunder are subject to any compensation recoupment and/or recovery policy adopted by the Company from time to time to comply with applicable law, including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or to comport with good corporate governance practices, as such policies may be amended from time to time.

Erroneously Awarded Compensation. The Award (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt of the Award or upon the receipt or resale of shares of Common Stock underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including without limitation the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder.

Erroneously Awarded Compensation. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to the Employee pursuant to this Agreement or any other agreement or arrangement with the Employer which is subject to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and claw back as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any claw back policy adopted by the Employer pursuant to any such law, government regulation or stock exchange listing requirement). Employee specifically authorizes the Employer to withhold from Employee’s future wages any amounts that may become due under this provision. This Paragraph 5(D) shall survive the termination of Employee’s employment for any reason.

Erroneously Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policy established to comply with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, (ii) Applicable Law (including, without limitation, Section 304 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Section 954 of the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act), and/or (iii) the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common Shares or other securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements.

Erroneously Awarded Compensation. By entering into this Agreement, Employee acknowledges and agrees that Employee will continue to be subject to the Company’s clawback policy with respect to any Severance Payments or CIC Severance Payments received by Employee and subject to recovery thereunder, including with respect to compensation recovery and/or recoupment, that is currently in place or that may be adopted by the Company or any of its subsidiaries or affiliates to comply with applicable law, stock exchange rules or to comport with good corporate governance practices, as such policies may be amended from time to time.

Erroneously Awarded Compensation. This Option shall be subject to any compensation recovery policy adopted by the Company to comply with applicable law, including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, or to comport with good corporate governances practices, as such policy may be amended from time to time.

Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to recovery from the applicable Executive Officers under this Policy (“Erroneously Awarded Compensation”) shall be equal to the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement: (a) the amount shall be based on a reasonable estimate by the Company’s Chief Financial Officer (or principal accounting officer, if the office of Chief Financial Officer is not then filled) of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received, which estimate shall be subject to the review and approval of the Compensation Committee; and (b) the Company must maintain reasonable documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq if requested. Notwithstanding the foregoing, if the proposed Incentive-Based Compensation recovery would affect compensation paid to the Company’s Chief Financial Officer, the determination shall be made by the Compensation Committee.

Erroneously Awarded Compensation. The Company reserves the right to recover, reclaim, or seek reimbursement of any erroneously awarded compensation to the extent required by applicable law, regulation, or Nasdaq Listing Rule 5608. In the event of any recovery or reimbursement pursuant to this section you will be promptly notified in writing of the reasons for such action and the amount to be recovered. The Company reserves the right to amend, modify, or terminate this section to the extent necessary to comply with changes in applicable law or regulations, including but not limited to Nasdaq Listing Rule 5608.