Is There A Clawback Clause In An Employment Contract

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Clawback Provision Sample Clauses: 219 Samples Law …

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1. Notwithstanding any other provisions in this Agreement to the contrary, in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, to the extent required by such laws or government regulations, the Company shall recover from the Executive any such incentive-based compensation (if any) paid to the Executive pursuant to this Agreement during the three (3) year period preceding the date on which the Company is required to prepare the accounting restatement, based on the erroneous data, in excess of what would have been paid to the Executive under the accounting restatement.
2. It is the Corporation’s Policy that, consistent with Section 954 of the Dodd-Frank Act, in the event that the Corporation is required to prepare an accounting restatement due to the material noncompliance of the Corporation with any financial reporting requirement under the securities laws, the Corporation will seek to recover from any current or former executive officer of the Corporation who received incentive-based compensation (including stock options and performance shares awarded as compensation) during the 3-year period preceding the date on which the Corporation is required to prepare the accounting restatement, the amount, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement.
3. Notwithstanding any other provision in this Agreement to the contrary, Grantee shall be subject to the written policies of the Company’s Board of Directors as well as laws and regulations applicable to Company executives, including without limitation any Board policy relating to recoupment or “clawback” of compensation arising from this Award, and rules adopted pursuant to the Dodd-Frank Act, and any other Board policy, law or regulation relating to recoupment or “clawback” of compensation that may exist from time to time during Grantee’s employment by the Company and thereafter.
4. As a condition of receiving the Award, the Participant acknowledges and agrees that the Participant's rights, payments and benefits with respect to the Award Shares shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Stock is then listed or reported or the terms of any recoupment, clawback or similar policy as may be adopted from time to time by the Board or the Committee, which could in certain circumstances require repayment or forfeiture of the Award Shares or any shares of Stock or other cash or property received with respect to the Award Shares.
5. Participant acknowledges that Participant has read the Company’s Clawback Policy. In consideration of the grant of the Award, the Participant agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy.
6. Notwithstanding any provision to the contrary herein, in the Company’s 2006 Equity Compensation Plan or in any applicable grant agreement, in addition to other remedies described in this Agreement, if at any time Employee breaches any provisions of Paragraphs 14, 16 or 17, or breaches any provision of Sections 15(a), 15(b), 15(c), 15(e), 15(f), or materially breaches any provision of Section 15(d) or otherwise engages in activities or conduct that constitutes Cause, all outstanding unvested and unexercised equity rights (including, but not limited to, stock options, restricted stock, and restricted stock units) held by Employee as of such date shall terminate, and Company may rescind (i) the exercise and/or vesting of any equity right and the delivery of shares of the Company’s common stock upon such exercise or vesting (the “Shares”) and (ii) the payment of any bonus or incentive compensation amounts provided to Employee, in either case, within one year after Employee breaches such provisions or engages in such activity or conduct.
7. If the Company’s financial statements are the subject of a restatement due to misconduct, to the extent permitted by governing law, in all appropriate cases, the Company will seek reimbursement of excess share compensation granted to you per this Agreement.
8. Anything in this Agreement to the contrary notwithstanding, the Awardee hereby acknowledges and agrees that any compensation payable under this Agreement is subject to any clawback policy of the Company currently in effect or adopted in the future providing for the recovery of erroneously awarded incentive compensation in the event the Company is required to prepare an accounting restatement (“Restatement”) due to the material noncompliance of the Company with any financial reporting requirements under the securities laws, and the Awardee hereby agrees to repay the Company to the extent required by such clawback policy of the Company.
9. The shares of restricted Common Stock so received by the Grantee and any additional shares attributable thereto received by the Grantee as a result of any stock dividend, recapitalization, merger, reorganization or similar event are subject to any Corporation clawback policy as may be amended from time to time.
10. In the event that all of the following conditions are satisfied

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Clawback Sample Clauses: 6k Samples Law Law Insider

2 hours ago Clawback. Sample Clauses. Clawback. (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

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Clawback Contract Standards

7 hours ago Clawback Provisions.Any incentive-based compensation, or any other compensation, paid to [PARTY B] under this agreement or any other agreement or arrangement with [PARTY A] which is subject to recovery under any Law or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made under such Law or stock …

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Clawback Provisions in Business Contracts

8 hours ago But, the CEO's contract had a clawback provision that allowed the company to get the bonus back if the profits changed. Bye, bye, $100,000. Since the CEO signed the contract, there's little she can do to contest this forced return of the money. In some cases, the employment contract with the executive may include a penalty.

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Clawback Payoffs Cost More Than You Think Crowe

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1. Departing employees might be required to pay back retention, signing, or other types of bonuses due to a clawback provision in their employment agreement. Unfortunately, it’s not as simple as merely writing a check to the former employer for the balance due, regardless of who actually pays. If the new employer writes a check, that amount is taxable to the employee. If the employee pays the clawback personally, the challenge is how to get a deduction for the repaid amount. Say, for example, that an employee received a retention bonus in 2015. He or she would have paid income tax on the bonus that year, as well as Federal Insurance Contributions Act (FICA) withholding for Social Security and Medicare taxes. For this reason, the tax consequences become complicated for an employee who must pay a clawback, because the IRS does not allow a taxpayer to file an amended return to exclude the clawed-back bonus payment from the prior year tax return in which the original bonus amount was inclu...

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Clawback Corporate Finance Institute

5 hours ago Clawback is a provision under which money that’s already been paid out must be returned to the employer or the firm. This is a special contractual clause, used mostly in financial firms, for money paid for services to be returned under special circumstances or events as stated in the contract. Clawbacks involve a penalty, making them

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Clawback Agreements American Bar Association

9 hours ago The court noted that "the clawback agreement lacked any language to support a finding that the parties came to an understanding that there would be no pre-production review [and] [m]oreover, the email memorializing the parties' clawback agreement also contained a provision requiring the parties to provide privilege logs . . .

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Best Practices for Preparing a Clawback Agreement

3 hours ago Scenario A large corporation is sued over the alleged breach of a substantial contract. Due to the complex nature of the contract, the corporation’s business executives frequently sought advice from in-house counsel when entering into, and performing under, the agreement. The corporation’s in-house counsel has concerns that sensitive documents …

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Trimming The Claws on Bonus Clawbacks TSMP Law

2 hours ago Apart from the Employment Act, it is also possible that a clawback clause could be invalidated by the Courts as an illegal penalty clause, though that seems unlikely if the clawback is not drafted in the form of liquidated damages for a breach of contract. Hence, short of the employment contract providing expressly for a clawback of

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General Partner Clawback Provisions in Private Equity

Just Now Thus, if Condition (A) is the only clawback provision, the limited partners would receive 8%, and the general partner would receive 1%; Condition (B) does not require the clawback, as the limited partners have received 8/9 and the general partner has received 1/9 of total returns. The general partner’s share, 1/9, equates to 11.1%.

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How Effective Is Your Clawback?

2 hours ago How Effective Is Your Clawback? by Scott E. Landau and Bradley A. Benedict Clawback provisions in employment agreements and compensation plans, which permit a company to recoup bonus or other compensation paid or owed to an employee, are on the rise. Shareholder groups, legislators and compensa-

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Sample Clawback Clause faqlaw.com

3 hours ago Clawback Sample Clauses: 6k Samples Law Insider. 2 hours ago Lawinsider.com Show details . 1.To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Board (or a committee thereof), amounts paid or payable under this Agreement shall be subject to the provisions of any applicable clawback policies or …

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How to "Claw Back" An Overview of Clawback Provisions

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2 hours ago The National Law Review - National Law Forum LLC 4700 Gilbert Ave. Suite 47 #230 Western Springs, IL 60558 Telephone (708) 357-3317 or toll free (877) 357-3317. If you would ike to contact us via

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Severance Agreement Clawback Clause Library RealDealDocs

Just Now Severance Agreement Clawback Clause Library This Termination Severance Agreement Clawback clause library is provided below as a free resource to attorneys and business professionals to customize their legal contracts with specific language found in these clauses. A contract clause is a specific section contained within a legal agreement that is …

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Clawing Back Compensation SHRM

9 hours ago A clawback is a mechanism included in an executive's employment contract that allows the company to recover payments made through performance-based incentives under certain circumstances

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VIC Clarification of Clawback Clause LawAnswers.com.au

Just Now Hi, I have the following clause in my employment contract: "If you resign from your employment within 12 months of your commencement date, you will be required to repay all relocation costs paid or reimbursed by the Company under this clause." I am considering leaving my job and want to be

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Clawback agreements: the pros and cons of Brodies LLP

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1. It is possible to suggest wording in the agreement to cover any development (i.e. anything that involves works of construction, alteration or change of use to the property), though it is more common for clawbacks to be limited to specific types of development (e.g. residential). Parties may also wish to exclude specific actions (e.g. the building of a garden shed, agricultural building or green house might be permitted without triggering the clawback). It would be unusual for the clawback to cover something that would not require planning permission.

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What Does It Mean When A Company Does A Clawback

9 hours ago Clawback Period Definition Law Insider. 3 hours ago Lawinsider.com Show details . The Company shall not initiate enforcement of its right of Clawback beyond the Clawback Period; provided, however, the Company may continue its enforcement of any right of Clawback beyond the Clawback Period.. If during the Clawback Period there is an investigation which, in the …

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Clawback in Private Equity & Employment WallStreetMojo

Just Now A clawback provision in a contract is a special clause included in employment and financial contracts used for referring any money or benefits which have been given out but are required to be returned due to certain special circumstances that will be mentioned in the contract.

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Clawback Provision: Definition & Example Study.com

5 hours ago Clawback Provision. The formal definition of the clawback provision is that it's a clause in a contract, usually an employment contract, that stipulates money or other forms of compensation (such

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Clawback UpCounsel

4 hours ago A clawback clause gives investors of a brand-new company a chance to reclaim money or stock options already given to a partner or employee. Clawback clauses may also be found in the limited partnership agreements of private equity or venture capital funds. If general partners or employees of a startup have signed a contract that includes a

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A littleknown contract clause on the Business Insider

7 hours ago A clawback is a provision in which incentive-based pay, like a bonus, is taken back from an employee by an employer following misconduct or declining profits. Clawback clauses in contracts are on

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The State of Play on Clawbacks and Forfeitures Based on

Just Now Clawback policies have been common for some time. However, because implementation of the proposed Dodd-Frank clawback rules may never be finalized, companies are beginning to implement or update executive compensation recoupment and forfeiture rules on their own based on investor sentiment, good governance principles, and recent events at CBS …

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My employer has imposed a 12 month claw back JustAnswer

3 hours ago My employer has imposed a 12 month claw back clause on my bonus. The bonus is being awarded "in recognition of my contributions in the 2013 financial year". It is due to be paid next week, but only if I sign an addendum to my contract accepting that I will repay the bonus in full if I resign within 12 months of the payment date.

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Separation and Clawback Agreement SEC.gov

4 hours ago SEPARATION AND CLAWBACK AGREEMENT . including pursuant to his employment agreement dated March 25, 1997. Both parties acknowledge that there may be instances where remedies at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate, and, in recognition of this fact, the parties agree that, in

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Clawbacks Sample Policies Executive Loyalty

5 hours ago Sample Clawback Text (covering applicable law with broad board discretion) Recoupment Upon Restatement or Misstatement of Financial Results If, in the opinion of the independent directors of the Board, the Company's financial results are restated [or materially mis-stated] due in whole or in part to intentional fraud or misconduct by one or more of the Company's executive officers, …

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Clawing back bonuses when is it enforceable? Fox Williams

3 hours ago There are a number of issues to consider with clawback provisions. Unless they have been drafted with extreme care, an employee may have scope to argue that the provision is a penalty clause or a restraint of trade, and is therefore unlawful.

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Florida Employment Law: What Is A Pike & Lustig, LLP

Just Now The Enforceability of Clawback Provisions Clawback provisions are highly technical and extremely complex. For a provision to be enforceable, it needs to follow the legal requirements of federal and state law. Florida employers need to be sure that any clawback clauses included within their employment contracts are very carefully drafted.

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Using Clawback Provisions For Employee Incentive Pay Law360

2 hours ago In other words, an employer cannot invoke a choice-of-law clause to apply the substantive wage-and-hour law of a state where the employee does not reside or work, even if the employer is

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Clawback Provisions Law and Legal Definition USLegal, Inc.

4 hours ago Clawback Provisions Law and Legal Definition. It is a provision in a law or contract that limits or reverses a payment or distribution for specified reasons. For example, premiums paid on insurance may be refunded or clawed back if the policy is cancelled in a certain time frame.

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Check your Employment Contracts have Hart & Co Lawyers

2 hours ago Overview: When drafting an employment contract you must cover your rights as well as those rights of the employee. This article looks at the following 5 key clauses we recommend that you include in your employment contract: Probationary Period, Set-off for an award, Termination Periods, IP Ownership and Restraints.

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Claw back clauses in Employment India Corporate Law

4 hours ago In India, currently, there is no law that specifically governs or prohibits inclusion of clawback provisions. The Reserve Bank of India, in 2012 [1] and 2019 [2] , issued guidelines that provided inclusion of clawback clauses in relation to variable and deferred remuneration of whole-time directors, chief executive officers (“ CEO ”) and

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Executive Compensation Clawbacks Morgan Lewis

6 hours ago from the standard wage pursuant to a wage agreement ¾Where state laws broadly define “wages,” deductions in the form of forfeiture of earned compensation may be problematic ¾For example, state laws may construe a clawback as a violation of state law prohibitions on non-competes (e.g., California)

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Employment Agreement ContractsCounsel

8 hours ago Though the specific details included in the employment contract you use will depend on the specifics of the role and your company, there are some common clauses employment contracts typically include: At-will and termination: This clause explains if an employer must have a reason to dismiss an employee. It will also include information about

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What Is a Clawback? Yahoo

4 hours ago A clawback is the legally required return of incentive compensation such as a bonus or stock grant. Once applicable only to top company officers, clawback provisions are appearing in more

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Tips for Drafting and Using Clawback Agreements to Protect

9 hours ago The first thing you should analyze prior to drafting your clawback agreement is the jurisdiction in which your case is pending to determine which approach has been adopted within that jurisdiction. The governing view will likely have an impact on the level of detail required to be included within your specific agreement.

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Settlement Agreements For Employment Lee Hornberger

8 hours ago Employment Settlement Agreements 13 paid. Certainly, the employer will want to in-clude a provision confirming it has paid the de-parting employee for all commissions if that is the case; • Consulting Agreement. In some situations, the parties might enter into an agreement for the ex-employee to provide future services for

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Analyzing ClawBack Clauses In The Employment iPleaders

2 hours ago

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Examples of Clawback Provisions in State Subsidy Programs

8 hours ago investment, employment, wage, or health benefit requirements, the state can recapture the credit, plus interest. 360.750 North Carolina Job Development Investment Grant If companies fail to meet the terms of their agreement, their grant will be reduced proportionately (at minimum), and may be terminated. If a company fails to meet employment

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A littleknown contract clause on the rise in major

Just Now Signing a new employment contract takes a lot of diligence – there are a lot of details to look over, from salary and benefits to copyrights and non-compete clauses.

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Employment Contract ContractsCounsel

7 hours ago An employment contract is an agreement between an employer and employee regarding the employee's term of employment. It can be implied, oral, or written, involving a lengthy physical contract that the employee signs. The terms laid out in the contract depend on what was agreed upon when the employee confirmed that they would take a position.

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Negotiating Employment Agreements: Checklist Of Forbes

3 hours ago

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How to use a training agreement (including CharlieHR

9 hours ago A training agreement is a written agreement between an employer and their employee setting out the conditions of any training the company pays for them to take. It will set out how much the training costs, who is providing the training and who is responsible for paying for it in the first instance. But importantly for employers, it can also be

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Employment Contracts: The Twelve Most Common Gowling WLG

9 hours ago

1. While arguably less of a "drafting" error than a procedural error, the most common technique used by employees to avoid the scope and ambit of an employment agreement is that the agreement is not supported by "consideration." Consideration is the simple legal principle that each party to a contract must give and receive something in order to make a contract binding. If an employee was already working for an employer at the time of the employment agreement, no "fresh consideration" exists for the written employment agreement. The old legal adage "past consideration is no consideration" often serves to defeat employers' expectations. Traditionally, the court held that the right to continued employment was consideration enough for the enforceability of a written agreement executed after the start of employment. Occasionally, courts have held that where an employer has the legal right to terminate employment, the employer's decision not to exercise the right to terminate the employee is...

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What Is A Penalty Clause? When Is It Enforceable Nelsons

4 hours ago A penalty clause is an express provision in a contract. It places an obligation upon the party who has breached the contract to provide compensation to the aggrieved party affected by the breach. Receiving compensation is not as straightforward as it may seem, and it may be very complex and difficult in certain situations.

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Key clauses in employment contracts iPleaders

7 hours ago

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The penalty clause in acontract of employment Times of Malta

1 hours ago Clause 7.5 of the contract stated that “the employee cannot take up employment for a minimum period of two years after date of termination of employment with the firm, with any person, firm or

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Choice of Law & Today’s Employment Contracts Singleton

6 hours ago The effect of a choice of law clause and all circumstances of the employment contract must be taken into consideration when ven­turing into this complex and evolving area. See Letter of the Law Winter 2016 for a related topic: Non …

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Frequently Asked Questions

What does a claw back mean in a contract?

A clawback is a provision in which incentive-based pay, like a bonus, is taken back from an employee by an employer following misconduct or declining profits. Clawback clauses in contracts are on the rise among Fortune 100 companies, increasing by 79% from 2005 to 2010.

When to use clawback in executive pay agreements?

In executive pay agreements, a clawback provision may require the executive to reimburse specified amounts back to the organization if the executive breaches a non-compete agreement and joins another competitor within a specific time frame after leaving the company.

Are there any alternatives to a clawback agreement?

Sellers might consider whether there is a more suitable alternative to a clawback agreement.

What does clawback mean in a limited partnership agreement?

A clawback clause gives investors of a brand-new company a chance to reclaim money or stock options already given to a partner or employee. Clawback clauses may also be found in the limited partnership agreements of private equity or venture capital funds.

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