Acceptance Contract Clauses (1,370)

Acceptance. Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. Grantee has read and understand the terms and provision thereof, and accepts the Restricted Shares subject to all the terms and conditions of the Plan and this Agreement.

Acceptance. To accept this Agreement, Employee must sign and date below and return an original copy to ViewRay within 21 days at the following address 1595 Wynkoop Street, Suite 900, Denver, CO 80202. In the event that the Employee revokes this Agreement prior to the Effective Date, this Agreement, and the promises contained therein, shall automatically be deemed null and void. The Employee represents and warrants that the Employee has read this Agreement in its entirety, has been offered a period of twenty...-one (21) days to review this Agreement and incorporated release prior to its execution, and has been advised in writing herein to consult with counsel. The Employee further represents and warrants that the Employee is of sound mind and fully understands and voluntarily assents to all of the terms of the Agreement. 8 ViewRay, Inc. Signature: Name: Title: Employee Signature: Name: 9 EX-10.3 2 vray-ex103_89.htm EX-10.3 vray-ex103_89.htm Exhibit 10.3 CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE This Confidential Separation Agreement and General Release ("Agreement"), dated as of June 1, 2020, is entered into between ViewRay, Inc., a Delaware Corporation., together with its existing and future subsidiaries and controlled affiliates ("ViewRay"), and Brian Knaley ("Employee") (collectively, the "Parties"). The Parties agree as follows: 1. Separation of Employment. Employee hereby acknowledges that Employee's employment with ViewRay is terminated effective June 30, 2020 (the "Separation Date"). Regardless of whether Employee enters into this Agreement, ViewRay will pay Employee all accrued wages, earned and current-year accrued but unused paid time off, through and including the Separation Date, less applicable holdings, in accordance with ViewRay's regular payroll practices or earlier when required by applicable state law. View More

Acceptance. This offer will remain open until December 13, 2019. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this Amended and Restated Offer Letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me. Employment Offer Page 6 We l...ook forward to the opportunity to welcome you to the Company. Very truly yours, /s/ Emily Fairbairn Emily Fairbairn, Director I have read and understood this Amended and Restated Offer Letter and hereby acknowledge, accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. /s/ Michael Leabman Date signed: 12/13/2019 Michael Leabman EX-10.5 10 ea134117ex10-5_movano.htm OFFER LETTER, DATED NOVEMBER 29, 2019, BY AND BETWEEN THE REGISTRANT AND MICHAEL LEABMAN Exhibit 10.5 November 29, 2019 Michael Leabman 2307 Grosvenor Heights court Livermore, CA 94550 Re:Offer of Employment by Movano Inc. Dear Michael: This offer letter (this "Amended and Restated Offer Letter") is to confirm the terms of your offer of employment with Movano Inc., a Delaware corporation (the "Company"), and amends, restates and supersedes in its entirety your prior employment agreement with the Company dated January 30, 2018 (the "Original Employment Agreement"). View More

Acceptance. The Recipient hereby acknowledges receipt of a copy of this Agreement. The Recipient has read and understands the terms and provisions thereof, and accepts the Award subject to all of the terms and conditions of this Agreement. The Recipient acknowledges that there may be adverse tax consequences upon the vesting of the Award and that the Recipient has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. By accepting the Notice, Participant acknowledges receipt of a copy of the Plan, Notice and Prospectus and this Certificate and that Participant has read and understands the terms and provisions hereof and thereof, and accepts the Award subject to all the terms and conditions of the Plan, Notice and Prospectus and this Certificate. Participant acknowledges that there may be adverse tax consequences upon acceptance of the Award and that Participant should consult a tax adviser prior to such accep...tance or disposition of Stock regarding the consequences, including the applicability and effect of all U.S. federal, state and local tax laws. The Company does not provide tax advice to its employees. Annex APerformance and Time Targets for Current Fiscal Year Performance Criteria (50% of the Award) If EBITDA less Capital Expenditures (i.e. Free Cash Flow) for fiscal year of the Company equals or exceeds 100 percent (100%) of the EBITDA less Capital Expenditures Target for such fiscal year, then fifty percent (50%) of the total Award shall vest as follows: 33 1/3 percent (33.33%) of the Award shall vest upon the Compensation Committee's determination that the performance targets were achieved by the Company ("Achievement Date"), (33.33%) of the Award shall vest one (1) year from the Achievement Date and the remaining (33.33%) of the Award shall vest two (2) years from the Achievement Date. If this performance target is not met, the Award shall terminate, and all shares shall be forfeited without any further consideration to the Participant. Notwithstanding the foregoing, in the event of a change of control (as such term is defined in the Plan) during fiscal year, the Award shall fully vest immediately prior to the change of control and if the change of control occurs after the end of the fiscal year and prior to the Vesting Date, the shares with respect to this Award shall vest immediately prior to the change of control as if the Award would have vested on the Vesting Date. Definition of "EBITDA" and "Capital Expenditures" "EBITDA" as defined in the Board of Directors' approved budget for the consolidated Company for the fiscal year."Capital Expenditures" as defined in the Board of Directors' approved budgets for consolidated Company for fiscal year. Time Criteria (50% of the Award) If Participant remains continuously employed by the Company until the Vesting Date then fifty percent (50%) of the total Award shall vest as follows: 33 1/3 percent (33.33%) of the Award shall vest one year from the grant date, (33.33%) of the Award shall vest on two (2) years from the grant date and the remaining (33.33%) of the Award shall vest on three (3) years from the grant date. Additional Information The number of Awards vesting on each date shall be rounded up to the nearest whole number. In the event of a change in control (as defined in the Plan), any surviving or acquiring corporation would be required to assume any outstanding award under the Plan or substitute similar awards. If the surviving or acquiring corporation does not assume outstanding awards or substitute similar awards, then subject to the change in control occurring, all outstanding Awards of Participants whose services with the Company has not terminated would be accelerated in full before the effective time of the change in control. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off, split-up, or other similar change in capitalization or similar event, the Awards set forth above shall be adjusted by the Compensation Committee in a proportionate or equitable manner to reflect such event. 1 EX-10.5 2 usformofstockgrantcertific.htm EXHIBIT 10.5 Exhibit INTERNAP CORPORATION2017 STOCK INCENTIVE PLAN, AS AMENDEDSTOCK GRANT CERTIFICATEFOR RESTRICTED STOCK GRANTED TO U.S. EMPLOYEES 1. Award of Stock. Internap Corporation (the "Company") hereby awards to the employee ("Participant") named in the Notice of Grant of Restricted Stock ("Notice"), a grant of Restricted Stock ("Stock") for the total number of shares set forth on the Notice (the "Award"), subject to the terms, definitions and provisions of the Internap Corporation 2017 Stock Incentive Plan, as amended (the "Plan"), which is incorporated herein by reference, and the terms of this Stock Grant Certificate (the "Certificate") and Plan Prospectus. Unless otherwise defined herein, terms not defined in this Certificate shall have the meanings ascribed to them in the Plan. In the event of a conflict between the terms and conditions of the Plan and those of this Certificate, the terms and conditions of the Plan shall prevail. View More

Acceptance. By accepting the grant of the Stock Units, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the Addendum to these Terms and Conditions (as applicable) and the 2012 Stock Plan, and specifically accept and agree to the provisions therein. * * * * * Page 12 Exhibit I Alternative Vesting Schedule Vesting DatePercentage of Stock Units Vesting Page 13 EX-10.7(XI) 6 a201710-kex107xi.htm EXHIBIT 10.7(XI) Exhibit Exhibit 10.7(xi)NORTHERN TRUST C...ORPORATIONAMENDMENT TOTERMS AND CONDITIONSRELATING TO STOCK UNITS GRANTEDPURSUANT TO THE 2012 STOCK PLAN1. Section 2(d) is hereby revised by adding the following provision at the end thereof, effective as of the original Grant Date reflected in the Award Notice:"Notwithstanding the foregoing, you will continue to vest in your unvested Stock Units pursuant to this Section 2(d) regardless of whether you cease to be Retired from the Industry if (i) the Corporation, in its sole discretion, characterizes your termination as a Severance-Eligible Termination, (ii) your termination is subject to mutual agreement and you have executed an effective settlement agreement, waiver and release that is satisfactory to the Corporation, in its sole discretion, (iii) you cease to be an employee by reason of Disability, or (iv) a forfeiture upon your ceasing to be Retired from the Industry would violate applicable law. "*******************************Page 1NORTHERN TRUST CORPORATIONTERMS AND CONDITIONSRELATING TO STOCK UNITS GRANTEDPURSUANT TO THE 2012 STOCK PLAN1. Grant of Stock Units. The Stock Units ("Stock Units") with respect to shares of Common Stock of Northern Trust Corporation (the "Corporation") granted to you pursuant to your Award Notice are subject to these Terms and Conditions Relating to Stock Units Granted Pursuant to the 2012 Stock Plan (the "Terms and Conditions"), the Stock Unit Award Notice (the "Award Notice") and all of the terms and conditions of the Northern Trust Corporation 2012 Stock Plan (the "2012 Stock Plan"), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the 2012 Stock Plan, the provisions of the 2012 Stock Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2012 Stock Plan. View More

Acceptance. The Option and this Agreement are voidable by the Company if the Employee does not accept this Agreement within 30 days after the Agreement is made available, electronically or otherwise, to the Employee by the Company. Dated: as of the Award Date set forth above. M.D.C. HOLDINGS, INC. By: Its EMPLOYEE [If handwritten signature:] Signed: [If electronic signature:] I, the Employee, understand that clicking "ACCEPT" below constitutes my electronic signature and intend that it shall have the same l...egally binding effect as my handwritten signature. [ACCEPT] I accept this restricted stock agreement. [REJECT] I reject this restricted stock agreement. EX-10.3 4 ex_141792.htm EXHIBIT 10.3 ex_141792.htm Exhibit 10.3 M.D.C. HOLDINGS, INC. 2011 EQUITY INCENTIVE PLAN EXECUTIVE OFFICER RESTRICTED STOCK AGREEMENT M.D.C. Holdings, Inc., a Delaware corporation (the "Company"), awards to the Employee named below restricted shares of the Company's common stock, $0.01 par value per share ("Restricted Stock") under the Company's 2011 Equity Incentive Plan (the "Plan"). This Restricted Stock Agreement (the "Agreement") evidences the terms of the Company's award of the Restricted Stock to Employee. A. NOTICE OF AWARD Name of Employee: Number of Shares of Restricted Stock: Closing Price on Award Date (NYSE): $ Aggregate Fair Market Value:1 $ Award Date: Lapse Schedule: Except as provided otherwise in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), and subject to Employee's continuous employment with the Company from the Award Date through each lapse date set forth below, the Forfeiture Restrictions shall lapse as to the Restricted Stock in accordance with the following schedule: Percentage of Shares Lapse Date Lapse of Forfeiture Restrictions Cumulative Unrestricted Stock % % % % % % % % The Restriction Period shall be the period of time during which the Forfeiture Restrictions remain in effect for the applicable shares of Restricted Stock. B. RESTRICTED STOCK AGREEMENT 1. Award. Subject to the terms and conditions of this Agreement, the Plan, and any employment agreement or change in control agrement Employee may have with the Company (as such agreement(s) may be amended from time to time), as an inducement to Employee to continue employment with the Company, the Company awards to Employee effective as of the Award Date the number of shares of Restricted Stock as set forth in the Notice of Award on the cover page of this Agreement, subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the Plan. View More

Acceptance. Acceptance of this Agreement by the Grantee acknowledges receipt of a copy of the Plan and this Agreement, and acknowledges that the Grantee has read and understands the terms and provisions hereof and accepts this Award subject to all the terms and conditions of the Plan and this Agreement. The Company may, in its sole discretion, deliver any documents related to this Award by electronic means. The Grantee hereby consents to receive all applicable documentation by electronic delivery and to par...ticipate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or a third party vendor designated by the Company. By Grantee's signature and the signature of the Company's representative below, or by Grantee's acceptance of this Award through the Company's online acceptance procedure, this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Grant Date. View More

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands its terms and provisions, and accepts the RSU Award subject to the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the grant or vesting of the RSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such grant, vesting or disposition. The par...ties have executed this Agreement as of the date first above written. TeleTech Holdings, Inc. By: Regina Paolillo Chief Financial Officer [NAME] (Grantee) EX-10.29 2 a15-1337_1ex10d29.htm EX-10.29 Exhibit 10.29 TELETECH HOLDINGS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this "Agreement") is made and entered into as of [DATE] (the "Grant Date") by and between TeleTech Holdings, Inc., a Delaware corporation (the "Company") and [NAME] (the "Grantee"). This Agreement is governed by the terms of the TeleTech Holdings, Inc. 2010 Equity Incentive Plan (the "Plan") pursuant to which the Company may grant awards of Restricted Stock Units ("RSUs") to Eligible Individuals, including employees, directors and consultants of the Company and its Affiliates (together, "TeleTech"). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan. The terms and provisions of the Plan as they may be amended from time to time are incorporated herein by reference. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. The parties agree to be legally bound by this Agreement, and in exchange for sufficient consideration, the adequacy of which is not in question, agree as follows: 1. GRANT OF RSUS. Pursuant to the Plan, the Company grants to the Grantee an RSU award in the amount of US$[DOLLAR AMOUNT], which represents [NO. OF SHARES] shares of Common Stock of the Company at fair market value as of market close on the Grant Date (rounded up or down to a whole number of shares) and on the terms and conditions provided in this Agreement and the Plan ("RSU Award"). View More

Acceptance. By accepting the grant of the PSUs, you affirmatively and expressly acknowledge that you have read these Terms and Conditions, the Award Notice, the Addendum to these Terms and Conditions (as applicable) and the 2017 Plan, and specifically accept and agree to the provisions therein. You also affirmatively and expressly acknowledge that the Corporation, in its sole discretion, may amend these Terms and Conditions without your consent, either prospectively or retroactively, to the extent that such... amendment does not materially impair your rights under the PSUs, and you agree to be bound by such amendment regardless of whether notice is given to you of such change. * * * * * Page 15 EX-10.1 2 q12019ex101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1NORTHERN TRUST CORPORATIONTERMS AND CONDITIONSRELATING TO PERFORMANCE STOCK UNITS GRANTEDPURSUANT TO THE 2017 LONG-TERM INCENTIVE PLAN1. Grant of PSUs. The performance stock units ("PSUs") with respect to shares of Common Stock of Northern Trust Corporation (the "Corporation") granted to you pursuant to your Award Notice are subject to these Terms and Conditions Relating to Performance Stock Units Granted Pursuant to the 2017 Long-Term Incentive Plan (the "Terms and Conditions"), the PSU Award Notice (the "Award Notice") and all of the terms and conditions of the Northern Trust Corporation 2017 Long-Term Incentive Plan (the "2017 Plan"), which is incorporated herein by reference. In the case of a conflict between these Terms and Conditions, the Award Notice and the terms of the 2017 Plan, the provisions of the 2017 Plan will govern. Capitalized terms used but not defined herein have the meaning provided therefor in the 2017 Plan. For the sake of clarity, the PSUs are intended to be a Performance Award as governed by Article IV of the 2017 Plan. View More