Amendment Contract Clauses (38,126)

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Employee and the Company's Chief Executive Officer.

Amendment. You shall report on a day-to-day basis directly to and shall be subject to the supervision and direction of, the Company's Chief Executive Officer. You shall perform your duties hereunder during normal business hours and at all other times and locations necessary for you to carry out your duties. You shall devote substantially all of your business time to the Company and shall perform such duties as are customarily performed by individuals acting as President and Chief Operating Officer of a... public company of a similar size as the Company, and other such duties as you may be assigned from time to time by the Chief Executive Officer or the Board of Directors of the Company. You shall at all times be subject to, observe and carry out such reasonable employment-related rules, regulations and policies as the Company's Board of Directors or Chief Executive Officer may from time to time establish for the Company's employees, including, without limitation, the Company's Employee Handbook, Insider Trading Policy and Code of Ethics and Business Conduct. Without limiting the foregoing, your responsibilities shall include those matters set forth on Exhibit A hereto. Without restricting any requirement that you engage in reasonable business-related travel, including travel to the Company's principal business office located in Santa Fe, NM, the principal location in which you shall be required to perform your duties and responsibilities shall be your home-based office located at 2724 Ewing Ave S., Minneapolis, MN 55416." 2.2 The Base Salary referenced in Section 3(a) of the Agreement shall be changed from $200,000 to $250,000 effective as of the Effective Date. View More

Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by the Company and Executive.

Amendment. The Original Agreement is amended, effective as of the Effective Date, as follows: a.Section 2(a) of the Original Agreement is DELETED and REPLACED to read as follows: "Executive shall serve as the Strategic Business Development Consultant of the Company and shall have the normal duties, responsibilities, functions and authority customarily associated with such position and such other duties and responsibilities as may be assigned from time to time to Executive, all subject to the power and... authority of the Company's Chief Executive Officer, Board of Directors (the "Board") and the Executive Committee of the Board (the "Executive Committee") to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company." b.Section 3(b) of the Original Agreement is DELETED. c.Section 4(b)(ii) of the Original Agreement is hereby DELETED and REPLACED to read as follows: "Following any termination under paragraphs 4(a)(iv) or (v) (and despite his subsequent death), Executive (or, in the event of Executive's death, Executive's estate) shall be entitled to receive (A) immediately upon termination by the Company without Cause, or within fifteen (15) days of the date of termination by Executive for Good Reason, a lump sum payment in cash in an amount equal to Executive's accrued and unpaid Base Salary plus any authorized business expenses incurred and un-reimbursed as of the date of termination, (B) a pro rata severance ("Severance") in an amount equal to: Executive's per annum Base Salary as of the date of termination multiplied by a fraction, the numerator of which shall be the number of days remaining in the fiscal year following the date of termination and the denominator of which is 365 days, payable monthly for the remainder of such fiscal year in substantially equal payments beginning, as provided in Section 4(b)(iii), on the first regular payroll date immediately following the eighth (8th) day following the Executive's timely execution of a Release, and (C) during the period Executive receives severance, COBRA insurance benefits funded by the Company, and Executive agrees to reimburse the Company for such COBRA expenses in excess of the monthly amount the Company was paying toward Executive's Company-provided group health insurance coverage immediately prior to Executive's cessation of employment; provided, however, if the COBRA insurance coverage period expires during the severance period, then during the remainder of the severance period, the Company shall make monthly payments to Executive to subsidize Executive's health care insurance costs in an amount equal to the monthly dollar amount the Company was paying toward Executive's Company-provided group health insurance coverage immediately prior to Executive's cessation of employment. "Change of Control Event" as used herein means the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any "person" or "group" (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); or (ii) any person or group, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger, consolidation, or otherwise."Section 2. Change of Employment. The Parties agree that the changes in Executive's employment pursuant to this Amendment will not constitute "Good Reason" under the Original Agreement and Executive consents to such modifications to the terms of his employment with the Company. Section 3. Effect on Original Agreement. On and after the Effective Date, each reference in the Original Agreement to "this letter", "hereunder", "hereof", "herein" or words of similar import shall mean and be a reference to the Original Agreement as amended hereby. Except as specifically modified by the terms of this Amendment, all of the terms, provisions, covenants, warranties and agreements contained in the Original Agreement shall remain in full force and effect and are hereby ratified. Section 4. Governing Law. This Amendment shall be construed under and shall be governed by the laws of the State of California. Section 5. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. View More

Amendment. Amendments and modifications of this Note may be made only in the manner provided in the Note Purchase Agreement.

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel any unvested Target Award Restricted Shares granted under this Agreement, prospectively or retroactively; provided, that, no such amendment, shall adversely affect the Holder's material rights or vested Target Award Restricted Shares under this Agreement without the Holder's consent.

Amendment. (a) Subject to Section 12.3 of the Plan, this Agreement may be unilaterally amended by the Committee. (b) Notwithstanding anything to the contrary in the Plan or this Agreement, if the Plan is not approved by the Corporation's shareholders at its 2019 annual general meeting, the Corporation may unilaterally amend the terms of this Agreement, without obtaining the consent of Participant, to cause this Agreement to be governed by the Performance Share Unit Plan for Employees of Encana Corporation. View More

Amendment. The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

Amendment. Owner and Contractor hereby amend the VTC, as follows: a) Paragraph 2(a) of Amendment No. 4 to the VTC is deleted, and the following paragraph 2(a) is substituted in lieu thereof: The Phase 2 purchase price, before escalation, shall not increase above the price set forth in paragraph 2(a) of Amendment No. 3, so long as Purchaser provides an NTP to Contractor on or before March 31, 2019. For the avoidance of doubt, escalation will apply to the purchase price in accordance with Exhibit 11 which... is amended herewith to reflect the change in the planned NTP date. b) Paragraph 2(b) of Amendment No. 4 to the VTC is deleted in its entirety, and the following paragraph 2(b) is substituted in lieu thereof: Owner will have a "grace period" of seven months ending on March 31, 2019, to provide Contractor with an NTP. In this case, the Delivery Schedule set forth in Exhibit 19 will be extended for up to a corresponding number of days equal to the number of days from August 30, 2018 to the date the NTP is issued, but in no event will the Delivery Schedule shift out by more than an additional seven months. On or before issuance of the NTP, Owner shall have the option to eliminate the last (20) coaches in the Delivery Schedule from the Phase 2 Trains purchase. If Owner exercises that option, then the entire purchase for those 20 Coaches shall be deducted from the Phase 2 purchase price, and the parties shall execute an amendment to the Agreement reflecting the reduction in Coaches and price. In event that an NTP is not issued by Owner on or prior to March 31, 2019, Contractor shall nonetheless, construct 3 Type 1 (Smart) Coaches for Owner, to be delivered on or before March 31, 2024. Owner is granted an option to order 2 additional Type 1 (Smart) Coaches for an additional $8.5 million with a 50% down payment on September 31, 2019, 25% at completion of the carshells and the remaining 25% to be paid upon shipment of the 5th coach form the Contactors' facility. Shipment of the 5th coach would be no later than April 30, 2024. If Owner decided to exercise a re-start of Phase 2 NTP after March 31, 2019, the Parties shall mutually agree on a revised delivery schedule and pricing schedule. The Phase 2 re-start Order must be received by the Contractor no later than March 14, 2022. View More

Amendment. At any time prior to the Effective Time, this Agreement may be supplemented, amended or modified, whether before or after the adoption of this Agreement by the sole stockholder of Merger Sub, by the mutual consent of the parties to this Agreement by action by their respective boards of directors; provided, however, that, no amendment shall be effected subsequent to the adoption of this Agreement by the sole stockholder of Merger Sub that by law requires further approval or authorization by the... sole stockholder of Merger Sub or the stockholders of the Company without such further approval or authorization. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the parties hereto. View More