Clawback clause samples

The proposal’s request for greater transparency does not limit the board’s discretion to decide whether to claw back pay due to misconduct or pursue other avenues to address misconduct, but merely allows shareholders to be informed annually as to whether the board has used the clawback. Contrary to Eli Lilly’s Statement in Opposition, this proposal does not request “broad” disclosure and would not result in a “misleading picture” of how the company addresses senior executive misconduct. Rather, this proposal requests disclosure of the “general” circumstances of the clawback’s use and explicitly carves out instances where the disclosure would “violate any law, regulation or agreement”. The policy would give Eli Lilly and its Compensation Committee the ability to decide how to describe the clawback’s use in a way that demonstrates the company’s commitment to a culture of accountability.

4.11.Clawback. Executive acknowledges and agrees that any compensation or benefits paid to Executive by the Company, pursuant to this Agreement or otherwise, shall be subject to recovery by the Company in accordance with Section 304 of the Sarbanes-Oxley Act of 2002 or any other clawback law or regulation applicable to executives of the Company, if any, as amended from time to time.

EX-10.30 3 snv_exhibit1030x12312018.htm EXHIBIT 10.30 Exhibit Exhibit 10.30Synovus Financial Corp. Amended and Restated Clawback PolicyAny incentive compensation provided to executives will be subject to clawback if the amount of compensation was based on a financial statement or a performance metric that was materially inaccurate or for material failures in the management of company financial, operational or reputational risks that result in or are reasonably expected to result in a material adverse impact to Synovus Financial Corp. or a business unit.For these purposes, performance metrics include any metric, including corporate financial results, used directly or indirectly to determine whether or not incentive compensation is to be provided to an executive or group of executives or to determine the amount of any such compensation.With respect to inaccurate financial statements or performance metrics, the portion of the incentive compensation that represents the excess over what would have been provided if there had been no material inaccuracy in the financial results or performance metrics will be subject to clawback. With respect to failures in risk management, the Compensation Committee shall have discretion to determine the amount subject to clawback; provided, however, that the maximum amount subject to clawback for any executive shall be the amount of incentive compensation awarded to such executive during the three (3) year period preceding the date of the Compensation Committee’s determination of the clawback amount. The Compensation Committee also retains discretion to determine that it would not be in Synovus Financial Corp.’s best interests to enforce the clawback.

• any other triggers or circumstances occur which the Committee determines justifies the application of malus and/or clawback. This may include, where appropriate, negligence on the part of the Executive Directors.

EX-10.6.2 9 bkd10kexhibit1062123119.htm EXHIBIT 10.6.2 Exhibit Exhibit 10.6.2AMENDMENT NO 1. TOAMENDED AND RESTATED BROOKDALE SENIOR LIVING INC. 2014 OMNIBUS INCENTIVE PLANThe Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan (the “Plan”) is hereby amended, effective February 12, 2020. 1.Amendment. The Plan is hereby amended by deleting Section 23 in its entirety from the Plan and replacing such Section with the following:Section 23.Clawback. Notwithstanding anything contained in the Plan to the contrary, any Awards granted under the Plan shall be subject to forfeiture, reduction and/or recoupment by the Company: (i) to the extent provided in the Company’s Clawback and Forfeiture Policy (the “Clawback Policy”), as it may be amended from time to time, (ii) to the extent that Participant becomes subject to any other recoupment or clawback policy hereafter adopted by the Company, including any such policy (or amended version of the Clawback Policy) adopted by the Company to comply with the requirements of any applicable laws, rules, regulations, or stock exchange listing requirements, including pursuant to final SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) to the extent provided under applicable legal requirements which impose recoupment, under circumstances set forth in such applicable legal requirements, including the Sarbanes-Oxley Act of 2002. 2.Miscellaneous. Except as set forth in the foregoing Section 1, the Plan shall remain in full force and effect. Capitalized terms used herein but not defined shall have the meaning set forth in the Plan.

Carried Interest Clawback.As a general partner in certain investment products, including private equity partnerships and certain hedge funds, the Company may receive carried interest cash distributions from the partnerships in accordance with distribution provisions of the partnership agreements. The Company may, from time to time, be required to return all or a portion of such distributions to the limited partners in the event the limited partners do not achieve a return as specified in the various partnership agreements. Therefore, BlackRock records carried interest subject to such clawback provisions in Total Investments, or cash/cash of consolidated VIEs to the extent that it is distributed, and as a deferred carried interest liability/other liabilities of consolidated VIEs on its condensed consolidated statements of financial condition. Carried interest is recorded as performance fees on BlackRock’s condensed consolidated statements of income when the fees are no longer probable of significant reversal.

Forfeiture Events; Clawback. In addition to any forfeiture provisions otherwise applicable to an Award, a Grantee’s right to any payment or benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, clawback or recoupment (i) in accordance with any clawback, recoupment or similar policy of the Company as in effect from time to time or (ii) as required by applicable law.

d.The Company shall deliver prompt written notice to the Participant of the Company’s intent to enforce the Clawback.Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.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.