When the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law in 2010, it included a requirement for public companies to recoup, or “clawback,” incentive compensation from executives in the event of certain accounting restatements. Although this requirement is not yet effective, many companies have begun introducing clawback provisions in their compensation arrangements. These clawback provisions may take the form of stand-alone policies or of provisions in incentive compensation plans, employment agreements or nonqualified deferred compensation plans. One important consideration in drafting clawback provisions is how enforcement of the clawback will be treated for tax purposes, including under the tax rules on nonqualified deferred compensation. There is a potential for conflicts between the requirements of clawbacks and the restrictions on nonqualified deferred compensation in certain circumstances. A thoughtfully drafted clawback provision, however, may help to lower the risk of such conflicts.