Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Clawback definition

What does Clawback mean? Clawback describes the recovery of money already paid—such as commission, fees or bonuses—where payment was conditional and the condition later fails. It is a descriptive term used across legal contexts; in some areas (notably financial services remuneration) specific triggers and time limits are set by regulation rather than a general statutory definition. A common example is commission clawback in life and protection business. Where initial commission on a regular premium policy is paid on an indemnity basis, it is subject to an earnings period. If the customer stops paying premiums before the end of that period, the adviser must repay the...

Bonus clawback and malus clause (Great Britain): triggers, calculation errors, ERA 1996 deductions, repayment and enforcement, share plan reductions and power of attorney

Published by a LexisNexis Share Incentives expert

Precedents

1

Should the [ Board OR Remuneration Committee ], at any point in time within [ three ] years from the date a bonus has been paid to you, in its sole and absolute discretion conclude that any event set out in sub-clauses 1.1 to 1.4 of this clause has arisen, it may demand that you repay some or all of the pertinent bonus payment (irrespective of whether you remain in employment with the Company or any other Group Company), with such repayment to be carried out strictly in line with clause 2:

1.1 [ the Company or any other Group Company being required to materially restate all or part of its financial statements OR your gross negligence, fraud, dishonesty or other misconduct having caused or helped to cause the Company or any other Group Company to materially restate all or part of its financial statements ] ;
1.2 your gross negligence, fraud, dishonesty or other misconduct, or your commission of any further act or omission that would entitle (or, if your employment has ended before the date on which the [ Board OR Remuneration Committee ] becomes aware of that act or omission,...

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Sam Whitaker

Debevoise & Plimpton LLP

Sam is an International Counsel in the London office of Debevoise & Plimpton LLP. He provides the full range of employment and benefits advice on transactions and stand-alone employment matters. He has substantial experience of advising on the employment and benefits aspects of various transactions, including UK listings, share and asset acquisitions and disposals (both UK-based and multi-jurisdictional transactions), joint ventures and other transactions. He provides the full range of stand-alone employment advice including the implementation of employment and benefit arrangements for senior executives, implementing executive severance arrangements, managing UK and international redundancy exercises and related consultation requirements, the establishment of share incentive and bonus plans, employment litigation involving restrictive covenants, unfair and wrongful dismissal and discrimination issues. He also advises on compliance with regulatory requirements on remuneration, in particular the FCA/PRA’s Remuneration Codes and, at a European level, CRDV....

Web page updated on 22/05/2026

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