|GREENSKY, INC. filed this Form 8-K on 02/06/2019|
payment or portion thereof calculated under this Plan under any other agreement or arrangement, which bonus payment or portion thereof is not otherwise payable under this Plan, the terms of such other agreement or arrangement shall control and be given effect.
9.12 Temporary Leaves of Absence. The Committee in its sole discretion may decide to what extent leaves of absence for government or military service, illness, temporary disability or other reasons shall, or shall not, be deemed an interruption or termination of employment.
9.14 Compensation Recoupment Policy. Notwithstanding any other provision of this Plan, any Bonus Award received by the Participant and/or cash paid hereunder, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any Compensation Recoupment Policy GreenSky may adopt, and as it may be amended from time to time. By acceptance of the Bonus Award, the Participant agrees and consents to GreenSkys application, implementation and enforcement of (a) any such Compensation Recoupment Policy or any similar policy established by GreenSky or any Affiliate that may apply to the Participant and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Committee may take such actions as are necessary to effectuate the Compensation Recoupment Policy, any similar policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. To the extent that the terms of this Plan and the Compensation Recoupment Policy or any similar policy conflict, then the terms of such policy shall prevail.
9.15 Restrictive Covenants. Bonus Awards under the Plan are contingent upon the Participant continuing to comply with any Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition and Invention Assignment Agreement to which the Participant is a party with GreenSky and/or any of its Affiliates. If the Participant breaches in any material respect any such agreement, the Participant shall forfeit the right to receive any further Bonus Awards under the Plan and, to the extent permitted by law, the Participant agrees to return to the Employer the gross amount of all Bonus Awards received in the twelve (12) months prior to such breach.
10. AMENDMENT AND TERMINATION OF THE PLAN
10.1 Amendment. Except as set forth in Section 10.3 below, the Committee in its sole discretion may at any time amend the Plan in whole or in part.
10.2 Termination of the Plan.
(a) Employers Right to Terminate. Except as set forth in Section 10.3 below, the Committee may at any time terminate the Plan, if it determines in good faith that the continuation of the Plan is not in the best interest of GreenSky and its stockholders. No such termination of the Plan shall reduce any Distributions already made.
(b) Payments upon Termination of the Plan. Upon the termination of the Plan under this Section 10.2, Awards for future Bonus Periods shall not be made. With respect to the Bonus Period in which such termination takes place, the Employer will pay to each Participant the Participants Bonus Award, if any, for such Bonus Period, less any applicable withholdings, only to the extent the Committee provides for any such payments on termination of the Plan (in which case all such payments will be made no later than the fifteenth day of the third month following the end of the Bonus Period that includes the effective date of termination of the Plan).