Clawback provision clause samples

EX-10.2 3 ex102amendmentno2to2012omn.htm EXHIBIT 10.2 Exhibit Exhibit 10.2Second Amendment of Chico’s FAS, Inc.2012 Omnibus Stock and Incentive PlanThe following Section 8.21 is hereby added to the Chico’s FAS, Inc. 2012 Omnibus Stock and Incentive Plan, effective April 6, 2017:8.21Clawback Provision.Each Award (whether vested or unvested) 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 Common Stock is then listed or reported or the terms of the Company’s 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 Awards or any shares of Common Stock or other cash or property received with respect to the Awards (including any value received from a disposition of the shares of Common Stock acquired upon payment of the Awards).

PISP, a bonus plan or other benefit plan (a “benefit plan clawback provision”) of CMS Energy Corporation or its Affiliate, it shall be a precondition to the obligation of Employer to make any payment under this Agreement, that the Officer fully repay to CMS Energy Corporation or its Affiliate any amounts owing under such benefit plan clawback provision. The payments under this Agreement are further subject to any provision of law which may require the Officer to forfeit or repay any benefits provided hereunder that are based upon a bonus or incentive compensation, or equity compensation, in the event of a restatement of CMS Energy Corporation’s or an Affiliate’s publicly disclosed accounting statements or other illegal act, whether required by Section304 of the Sarbanes-Oxley Act of 2002, federal securities law (including any ruleor regulation promulgated by the Securities and Exchange Commission), any state law, or any ruleor regulation promulgated by the applicable listing exchange or system on which CMS Energy Corporation or an Affiliate lists its traded shares. To the degree any benefits hereunder are not otherwise forfeitable pursuant to the preceding sentences of this Section5.2(g), the Board or Committee may require the Officer to repay to Employer any amounts paid under this Agreement that are computed on the basis of an actual bonus under a bonus plan applicable to the Officer, if the Board or Committee determines, on the basis of the clawback provisions in the bonus plan under which such bonus payments are made, that the Officer would have been required to make a repayment of such bonus. The rights set forth in this Agreement concerning the right of CMS Energy Corporation, an Affiliate and/or Employer 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.

11. Clawback Provision. Director agrees that the Company shall have the right to require the Director to repay the value of the shares received by the Director pursuant to this Agreement, as may be required by law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder) or in accordance with the terms of the any clawback and/or recoupment policy of the Company in effect now or in the future. This Paragraph 11 shall survive the termination of the Director’s Board service for any reason. The foregoing remedy is in addition to and separate from any other relief available to the Company due to the Director’s misconduct or fraud. Any determination by the Company with respect to the foregoing shall be final, conclusive and binding upon the Director and all persons claiming through the Director.

11. Clawback Provision. Employee agrees that the Company shall have the right to require Employee to repay the value of the shares received by Employee pursuant to this Agreement, as may be required by law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder) or in accordance with the terms of the any clawback and/or recoupment policy of the Company in effect now or in the future. This Paragraph 11 shall survive the termination of Employee’s employment for any reason. The foregoing remedy is in addition to and separate from any other relief available to the Company due to Employee’s misconduct or fraud. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding upon Employee and all persons claiming through Employee.

ISS is factually incorrect to indicate that the CEO’s compensation does not have performance conditions or that there is no clawback provision. The CEO has taken 100% of his compensation in restricted common stock with 8-year cliff vesting. He cannot sell, hedge or otherwise realize value for the shares until after 8 years. 100% of the CEO’s compensation is tied to the very long-term value of the stock so 100% of his compensation is performance based over an extended time-period and he can lose 100% of his compensation due to a number of factors.

Clawback Provision.Notwithstanding anything to the contrary herein, the Award shall be subject to any recoupment or clawback policy that is adopted by the Corporation, including any policy that is adopted after the Grant Date, or any recoupment or clawback policy that becomes applicable to the Corporation pursuant to any requirement of law or any exchange listing requirement, in either case to the extent provided therein.