Acknowledgment Contract Clauses (3,860)

Acknowledgment. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Units are, subject in all respects to, the terms of the Plan. The Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder, and (b) such electronic signature will be binding against the Company and will create a legally binding... agreement when this Agreement is countersigned by the Grantee. [The remainder of this page is intentionally left blank] -8- -9- Executed as of the ___ day of October, November, 2019. Company: THE MICHAELS COMPANIES, INC. By: Name: Navin Rao Title: Vice President — Assistant General Counsel and Secretary Grantee: Name: Mark Cosby Address: EX-10.4 3 ex-10d4.htm EX-10.4 EX-10.6 5 ex-10d6.htm EX-10.6 mik_Ex 10.4 10.6 Exhibit 10.4 10.6 Name: Mark Cosby Number of Restricted Stock Units: 75,000 40,584 Date of Grant: October 21, November 4, 2019 THE MICHAELS COMPANIES, INC. 2014 OMNIBUS LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT This agreement (this "Agreement") evidences the grant of restricted stock units (the "Restricted Stock Units") by The Michaels Companies, Inc. (the "Company") to the individual named above (the "Grantee"), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference. View More

Acknowledgment. The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. attorney and, if the Executive has not done so, has voluntarily declined to seek such counsel. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the Executive's name of the... Executive's own free act. 15. 14. No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion. 10 15. Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. View More

Acknowledgment. The Executive states and represents that the Executive has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. attorney and, if the Executive has not done so, has voluntarily declined to seek such counsel. The Executive further states and represents that the Executive has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs the Executive's name of the... Executive's own free act. 15. No Oral Modification, Waiver, Cancellation or Discharge. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Executive. No delay or omission by the Company or Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company or Executive on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion. 9 16. Captions and Pronouns. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. View More

Acknowledgment. Participant hereby: (i) acknowledges receiving a copy of the Plan Description relating to the Plan, and represents that he or she is familiar with all of the material provisions of the Plan, as set forth in such Plan Description; (ii) accepts this Agreement and the Restricted Stock awarded pursuant hereto subject to all provisions of the Plan and this Agreement; and (iii) agrees to accept as binding, conclusive and final all decisions and interpretations of the Committee relating to the Plan,... this Agreement or the Restricted Stock awarded hereunder. Agreed to as of the day and year first written above. THE PROGRESSIVE CORPORATION By: /s/ Daniel P. Mascaro Daniel P. MascaroVice President & Secretary EX-10.27 3 EX-10.1 3 pgr-2020630exhibit105d.htm pgr-20181231exhibit1027.htm EXHIBIT 10.1 10.27 Exhibit Exhibit 10.1THE 10.27THE PROGRESSIVE CORPORATION2017 DIRECTORS EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTThis PLANRestricted Stock Award AgreementThis Agreement ("Agreement") is made this May __, 2020, 23, 2018, by and between ("Participant") and The Progressive Corporation (the "Company"). View More

Acknowledgment. Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Pledge Agreement and the other Notes Credit Documents to which it is a party; (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this Pledge Agreement or any of the other Notes Credit Documents, and the relationship between the Pledgors, on the one hand, and the... Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Notes Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Holders Lenders and any other Secured Party or among the Pledgors and the Holders Lenders and any other Secured Party. View More

Acknowledgment. Each party hereto hereby The Pledgor acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Pledge Agreement and the other Notes Documents to which it is a party; Agreement; (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any the Pledgor arising out of or in connection with this Pledge Agreement or any of the other Notes Note Purchase Documents, and the relationship between the... Pledgors, Agent and other Secured Parties, on the one hand, and the Collateral Agent and the other Secured Parties, Pledgor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Notes Note Purchase Documents or otherwise exists by virtue of the transactions contemplated hereby among the Holders and any other Secured Party Parties or among the Pledgors Pledgor and the Holders and any other Secured Party. Parties. View More

Acknowledgment. Each party hereto hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of this Pledge Agreement and the other Notes Credit Documents to which it is a party; (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Pledgor arising out of or in connection with this Pledge Agreement or any of the other Notes Credit Documents, and the relationship between the Pledgors, on the one hand, and the... Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and (c) no joint venture is created hereby or by the other Notes Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Holders Lenders and any other Secured Party or among the Pledgors and the Holders Lenders and any other Secured Party. View More

Acknowledgment. The Participant acknowledges and agrees to the following: (a) The following:(a)The Plan is discretionary in nature and the Committee may amend, suspend, or terminate it at any time. (b) The (b)The grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of the Restricted Stock Units even if the Restricted Stock Units have been granted repeatedly in the past. (c) All (c)All determinations with respect to such future Restricted Stock Units, if any, including but not limited to, the times when the Restricted Stock Units shall be granted or when the Restricted Stock Units shall vest, will be at the sole discretion of the Committee. (d) The Board. (d)The Participant's participation in the Plan is voluntary. (e) The (e)The future value of the Shares is unknown and cannot be predicted with certainty. (f) No (f)No claim or entitlement to compensation or damages arises from the termination or forfeiture of the Award, termination of the Plan, or diminution in value of the Restricted Stock Units or Shares and the Participant irrevocably releases the Company, any of Company and its Subsidiaries or any other entity which is a Related Entity from any such claim that may arise. (g) Neither (g)Neither the Plan nor the Restricted Stock Units shall be construed to create an employment relationship where any employment relationship did not otherwise already exist. (h) Nothing in the Agreement or the Plan shall confer upon the Participant any right to continue to be employed by the Employer or shall interfere with or restrict in any way the rights retained as a Director of the Employer, which are hereby expressly reserved, Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the employment of the Participant under applicable law. (i) The transfer of the employment of the Participant between the Company, Director's Continuous Service at any one of its Subsidiaries or any other entity which is a Related Entity (or between such entities) shall not be deemed a termination of service. (j) Nothing herein contained shall affect the Participant's right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other Participant welfare plan or program of the Employer. (k) The time. 5(h)The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. (l) In addition, the following provisions apply if the Participant is providing services outside the United States: (i) The value of the Restricted Stock Units is an extraordinary item of compensation, which is outside the scope of the Participant's employment contract (if any), except as may otherwise be explicitly provided in the Participant's employment contract (if any). (ii) The Restricted Stock Units are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance, resignation, redundancy, end of service, or similar payments, or bonuses, long-service awards, pension or retirement benefits. (iii) The Participant acknowledges and agrees that neither the Company, any Subsidiary nor any other entity which is a Related Entity shall be liable for any foreign exchange rate fluctuation between Participant's local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement. (iv) The (i)The Company reserves the right to impose other requirements on participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or other applicable Rule or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. foregoing.12.Changes in Stock. In the event of a change in the capital stock of the Company as set forth in Section 16 of the Plan, the Restricted Stock Units shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participant hereunder.13.Address for Notices. All notices to the Company shall be in writing and sent to the Company's General Counsel at the Company's corporate headquarters. Notices to the Participant shall be addressed to the Participant at the address as from time to time reflected in the Company's records as the Participant's address.14.Binding Agreement. Subject to the limitation on the transferability of this Award contained herein, the Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.15.Plan Governs. The Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of the Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern. View More

Acknowledgment. Each Shareholder acknowledges that GBCI and AB FNB are relying on this Agreement in incurring expenses in connection with the transactions contemplated by the Merger Agreement and that the proxy granted under this Agreement is coupled with an interest and is irrevocable to the fullest extent permitted by applicable law. The vote of the Proxy Holder (and upon substitution, the Substitute under Section 4.b.) 4(b)) will control in any conflict between such vote of the Owned Shares and a vote by... any substitute proxy holder or the Shareholder, and AB FNB agrees to recognize the vote of the Proxy Holder or upon substitution, the Substitute. View More

Acknowledgment. Each Shareholder acknowledges that GBCI BOCH and AB MHC are relying on this Agreement in incurring expenses in connection with the transactions contemplated by the Merger Agreement and that the proxy granted under this Agreement is coupled with an interest and is irrevocable to the fullest extent permitted by applicable law. The vote of the Proxy Holder (and upon substitution, the Substitute under Section 4.b.) 4(b)) will control in any conflict between such vote of the Owned Shares and a vote... by any substitute proxy holder or the Shareholder, and AB MHC agrees to recognize the vote of the Proxy Holder or upon substitution, the Substitute. View More

Acknowledgment. Employee Executive acknowledges and agrees that the severance payments and other considerations consideration provided herein are considerations consideration to which Employee Executive is not otherwise entitled except pursuant to the terms of this Agreement, Agreement and are being provided in exchange for Employee's Executive's compliance with his obligations set forth hereunder.

Acknowledgment. Employee acknowledges and agrees that the payments and other considerations consideration provided herein are considerations is consideration to which Employee is not otherwise entitled except pursuant to the terms of this Agreement, Agreement and are being provided in exchange for Employee's compliance with his obligations set forth hereunder.

Acknowledgment. Employee acknowledges and agrees that the payments and other considerations consideration provided herein are considerations is consideration to which Employee is not otherwise entitled except pursuant to the terms of this Agreement, Agreement and are being provided in exchange for Employee's compliance with his obligations set forth hereunder.

Acknowledgment. You acknowledge and agree that, subsequent to the cessation of your employment, Separation Date, you shall not be eligible for any payments from the Company or Company-paid benefits, except as expressly set forth in this Agreement.

Acknowledgment. You acknowledge and agree that, subsequent to the cessation termination of your employment, and other than as provided in this Release Agreement and the Supplemental Release Agreement, you shall not be eligible for any payments from the Company or Company-paid benefits, except as expressly set forth in this Release Agreement. You also acknowledge and agree that you have been paid for all time worked and have received all other compensation, benefits, bonuses, commissions and/or other... compensation of any kind owed to you, except for any payments owed to you pursuant to Paragraph 1 which shall be paid to you regardless of whether you sign this Release Agreement. View More

Acknowledgment. (a) Executive acknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization. Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information (as defined below), including trade secrets, and that Executive's services are of special, unique and extraordinary value to the Company,... its Subsidiaries and Affiliates. secrets. Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and - 6 - that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. (b) Executive acknowledges (i) that the business of the Company Company, its subsidiaries and its Affiliates is global international in scope, scope and without geographical limitation, and capable of being performed from anywhere in the world, limitation and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, its subsidiaries and Affiliates, or the location of any of their respective executives or employees (including, without limitation, Executive), it is expected that the Company and its subsidiaries and Affiliates will have business activities and have valuable business relationships within their respective industries throughout the world. (c) Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of 10 the Confidential Information, business strategies, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every commitment and restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area, in light of (i) the scope of the business of the Company and its Affiliates, (ii) the importance of Executive to the business of the Company and its Affiliates, (iii) Executive's status as an officer of the Company business, (iv) Executive's knowledge of the business of the Company and its Affiliates and (v) Executive's relationships with the Company's investors, clients or customers. Accordingly, Executive agrees (x) to be bound by the provisions of Sections 7, 8, 9, 10 and 11, it being the intent and spirit that such provisions be valid and enforceable in all respects and (y) acknowledges and agrees that Executive shall not object to the Company, (or any other intended third-party beneficiary of this Agreement) or any of their respective successors in interest enforcing Sections 7, 8, 9, 10 and 11 of this Agreement. area. Executive further acknowledges that although Executive's compliance with the covenants contained in Sections 6, 7, 8, 9, 10, 10 and 11 may will not prevent Executive from earning a livelihood in a business similar to the business of the Company, livelihood, because Executive's experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive's dependents. View More

Acknowledgment. (a) a. Executive acknowledges that the Company has and its affiliates have expended and shall will continue to expend substantial amounts of time, money and effort to develop business strategies, employee employee, customer and customer other relationships and goodwill and to build an effective organization. Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information (as defined below), including trade secrets, and that Executive's services are... of special, unique and extraordinary value to the Company, its Subsidiaries and Affiliates. Executive acknowledges that the Company has and its affiliates have a legitimate business interest in and right in protecting its to protect their Confidential Information, business strategies, employee goodwill and employee, customer relationships and goodwill, other relationships, and that the Company and its affiliates would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee employee, customer and customer relationships and goodwill. (b) other relationships. Executive further acknowledges (i) that the business Company and its affiliates are entitled to protect and preserve the going concern value of the Company and its Affiliates is global in scope, without geographical limitation, and capable of being performed from anywhere in affiliates to the world, and (ii) notwithstanding the jurisdiction of formation or principal office extent permitted by law. b. In light of the Company, or the location of any of their respective executives or employees (including, without limitation, Executive), it is expected foregoing acknowledgments, Executive agrees that the Company and its Affiliates will have business activities and have valuable business relationships within their respective industries throughout the world. (c) Executive acknowledges that Executive has carefully read covenants contained in this Agreement are reasonable and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints properly required for the reasonable and proper adequate protection of 10 the Confidential Information, business strategies, employee and customer relationships businesses and goodwill of the Company and its Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every commitment and restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area, in light of (i) the scope of the business of the Company and its Affiliates, (ii) the importance of Executive to the business of the Company and its Affiliates, (iii) Executive's status as an officer of the Company business, (iv) Executive's knowledge of the business of the Company and its Affiliates and (v) Executive's relationships with the Company's investors, clients or customers. Accordingly, Executive agrees (x) to be bound by the provisions of Sections 7, 8, 9, 10 and 11, it being the intent and spirit that such provisions be valid and enforceable in all respects and (y) acknowledges and agrees that Executive shall not object to the Company, (or any other intended third-party beneficiary of this Agreement) or any of their respective successors in interest enforcing Sections 7, 8, 9, 10 and 11 of this Agreement. affiliates. Executive further acknowledges that that, although Executive's compliance with the covenants contained in Sections 7, 8, 9, 10, and 11 this Agreement may prevent Executive from earning a livelihood in a business similar to the business of the Company, Company and its affiliates, Executive's experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive's dependents. c. In light of the acknowledgments contained in this Section 11, Executive agrees not to challenge or contest the reasonableness, validity or enforceability of any limitations on, and obligations of, Executive contained in this Agreement. View More

Acknowledgment. (a) Executive acknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization. Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information information (as defined below), including trade secrets, and that Executive's services are of special, unique and extraordinary value to... the Company, its Subsidiaries subsidiaries and Affiliates. Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. (b) Executive acknowledges (i) that the business of the Company Company, its subsidiaries and its Affiliates is global national in scope, scope and without geographical limitation, and capable of being performed from anywhere in limitation within the world, United States and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, its subsidiaries and Affiliates, or the location of any of their respective executives or employees (including, without limitation, Executive), it is expected that the Company and its subsidiaries and Affiliates will have business activities and have valuable business relationships within their respective industries throughout the world. United States. (c) Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of 10 the Confidential Information, business strategies, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every commitment and restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area, in light of (i) the scope of the business of the Company and its Affiliates, (ii) the importance of Executive to the business of the Company and its Affiliates, (iii) Executive's status as an officer of the Company business, (iv) Executive's knowledge of the business of the Company and its Affiliates and (v) Executive's relationships with the Company's investors, clients or customers. Accordingly, Executive agrees (x) to be bound by the provisions of Sections 7, 8, 9, 10 and 11, it being the intent and spirit that such provisions be valid and enforceable in all respects and (y) acknowledges and agrees that Executive shall not object to the Company, (or any other intended third-party beneficiary of this Agreement) or any of their respective successors in interest enforcing Sections 7, 8, 9, 10 and 11 of this Agreement. 4 area. Executive further acknowledges that although Executive's compliance with the covenants contained in Sections 6, 7, 8, 9, 10, and 11 10 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive's experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive's dependents. View More

Acknowledgment. The Employee states and represents that he he/she has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. The Employee further states and represents that he he/she has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his his/her name of his his/her own free act. The Employee further acknowledges that the law firm of WilmerHale is acting as counsel to the... Company in connection with the transactions contemplated by this Agreement, and is not acting as counsel for the Employee. View More

Acknowledgment. The Employee states and represents that he she has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. The Employee further states and represents that he she has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his her name of his her own free act.

Acknowledgment. The Employee states and represents that he she has had an opportunity to fully discuss and review the terms of this Agreement with an attorney. The Employee further states and represents that he she has carefully read this Agreement, understands the contents herein, freely and voluntarily assents to all of the terms and conditions hereof, and signs his her name of his her own free act.