Construction Contract Clauses (10,611)

Construction. This Agreement is entered into, and the PSU Award, RSU Award and SAR Award are granted, pursuant to the Plan and are governed by and construed in accordance with the Plan and the administrative interpretations adopted under the Plan. In the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control.

Construction. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without application of the principles of conflicts of laws.

Construction. (a) In this Agreement, unless otherwise stated, the following uses apply: (i) references to a statute refer to the statute and any amendments and any successor statutes, and to all regulations promulgated under or implementing the statute, as amended, or its successors, as in effect at the relevant time; (ii) in computing periods from a specified date to a later specified date, the words "from" and "commencing on" (and the like) mean "from and including," and the words "to," "until," and... "ending on" (and the like) mean "to, and including"; (iii) references to a governmental or quasi-governmental agency, authority, or instrumentality also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality; (iv) the words "include," "includes," and "including" (and the like) mean "include, without limitation," "includes, without limitation," and "including, without limitation," (and the like) respectively; (v) all references to preambles, recitals, sections, and exhibits are to preambles, recitals, sections, and exhibits in or to this Agreement; (vi) the words "hereof," "herein," "hereto," "hereby," "hereunder," (and the like) refer to this Agreement as a whole (including exhibits); (vii) any reference to a document or set of documents, and the rights and obligations of the Parties under any such documents, means such document or documents as amended from time to time, and all modifications, extensions, renewals, substitutions, or replacements thereof; (viii) all words used shall be construed to be of such gender or number as the circumstances and context require; (ix) the captions and headings of preambles, recitals, sections, and exhibits appearing in or attached to this Agreement have been inserted solely for convenience of reference and shall not be considered a part of this Agreement, nor shall any of them affect the meaning or interpretation of this Agreement or any of its provisions; and (x) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. (b) If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement and all other provisions shall remain in full force and effect. (c) The various covenants and provisions of this Agreement are intended to be severable and to constitute independent and distinct binding obligations. 15 (d) Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law, and such scope may be judicially modified accordingly. (e) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement. View More

Construction. Except where the context otherwise requires, wherever used, the singular will include the plural, the plural the singular, the use of any gender will be applicable to all genders, and the word "or" is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to calendar days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of... this Agreement or the intent of any provision contained in this Agreement. The term "including" as used herein shall be deemed to be followed by the phrase "without limitation" or like expression. The term "will" as used herein means shall. References to "Article," "Section" or "Appendix" are references to the numbered sections of this Agreement and the appendices attached to this Agreement, unless expressly stated otherwise. Except where the context otherwise requires, references to this "Agreement" shall include the appendices attached to this Agreement. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction will be applied against either Party hereto. [Remainder of page intentionally left blank.] View More

Construction. This Agreement is subject to and shall be construed in accordance with the Plan, the terms of which are explicitly made applicable hereto. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan. In the event of any conflict between the provisions hereof and those of the Plan, the provisions of the Plan shall govern. 12/20/181 14.Amendment. This Agreement may be amended by written agreement of the Participant and the Company,... without the consent of any other person. View More

Construction. This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Each party acknowledges that such party has participated with, at its option, the advice of counsel, in the preparation of this Agreement. The language of all provisions of this Agreement shall in all cases be construed as a whole, extending to it its fair meaning, and not strictly for or against either of the parties. The parties... agree that they have jointly prepared and approved the language of the provisions of this Agreement and that should any dispute arise concerning the interpretation of any provision hereof, neither party shall be deemed the drafter nor shall any such language be presumptively construed in favor of or against either party. View More

Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise. 17 EX-10.1 2 tm2218686d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EYENOVIA, INC. AMENDED AND RESTATED 2018 OMNIBUS STOCK INCENTIVE... PLAN, AS AMENDED 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on March 6, 2018 and June 11, 2018, respectively Amendment to 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on April 5, 2019 and June 11, 2019, respectively Amendment and Restatement of 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on April 7, 2020 and June 30, 2020, respectively Amendment to Amended and Restated 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on March 31, 2021 and June 16, 2021, respectively Amendment to Amended and Restated 2018 Omnibus Stock Incentive Plan Approved by the Board and Stockholders on February 28, 2022 and June 16, 2022, respectively 1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market value of the Company's Common Stock; to align the interests of Grantees with those of the Company's stockholders; and to promote the success of the Company's business. View More

Construction. The genders and numbers used in this Agreement are used as reference terms only and shall apply with the same effect whether the parties are of the masculine, neuter or feminine gender, corporate or other form, and the singular shall likewise include the plural. * * * 9 Exhibit A Performance Metrics and Targets The number of vested performance-based Restricted Stock Units will be determined by multiplying the number of performance-based Restricted Stock Units awarded under this agreement by the... percentage designated below based on the Company's achievement of the performance goals, as determined by the Plan Administrator (the Compensation Committee). Where CRA performance is between two specified levels, the percentage will be interpolated on a straight-line basis, and the number of vested performance-based Restricted Stock Units will be rounded down to the nearest whole number. [NOTE TO FORM: Performance Goals, including performance criteria, performance targets, and achievement formula to be described here.] 10 EX-10.18 6 a2231258zex-10_18.htm EX-10.18 Exhibit 10.18 CRA INTERNATIONAL, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT FOR PERFORMANCE Name of Grantee: Number of Restricted Stock Units: Grant Date: CRA INTERNATIONAL, INC. (the "Company") has selected you ("Grantee") to receive an award of Restricted Stock Units identified above, subject to the attached Statement of Terms and Conditions, which is incorporated herein by reference and made a part of this Agreement, and to the provisions of the Company's 2006 Equity Incentive Plan, as may be amended from time to time (the "Plan"). By signing below you both accept this Award and acknowledge that you have read, understand, agree to and accept this Restricted Stock Unit Award Agreement for Performance (the "Agreement"). Condition: 1. This Restricted Stock Unit Award and any shares issued in respect of Restricted Stock Units pursuant thereto are subject to the Company's stock and cash ownership guidelines, as in effect from time to time (the "Ownership Guidelines"). Signed as a Massachusetts agreement under seal as of the Grant Date: CRA INTERNATIONAL, INC. By: Paul Maleh, President and CEO {Insert Holder name} STATEMENT OF TERMS AND CONDITIONS Restricted Stock Unit Award Each Restricted Stock Unit represents the right to receive one share of common stock of the Company ("Common Stock") in accordance with, and subject to, the terms of this Agreement. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Award. For purposes of this Agreement, Company shall also mean all of the Company's subsidiaries. The Company agrees to grant you the Award, subject to the terms and conditions of the Plan and this Agreement as follows: 1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he/she shall have accepted this Award by signing and delivering to the Company a copy of this Agreement within thirty (30) days of the Grant Date indicated on the first page of this Agreement. View More

Construction. This Agreement is the result of negotiations between the parties, and no party shall be deemed to be the drafter of this Agreement; accordingly, this Agreement shall be interpreted and construed without any presumption or inference based upon or against the party causing this Agreement to be prepared. The language of this Agreement shall in all cases be construed as a whole, according to its fair meaning and not strictly for or against any party. Unless the context of the Agreement clearly... requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) "or" has the inclusive meaning frequently identified with the phrase "and/or"; (c) "including" has the inclusive meaning frequently identified with the phrase "including but not limited to" or "including but without limitation"; (d) references to one gender include all genders; and (e) references to "herein," "hereunder," "hereof" or "herein below" relate to the Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement (including this Agreement) shall be deemed to include such statute, rule, regulation, or agreement as it may be modified, varied, amended, or supplemented from time to time. View More

Construction. The parties hereto and their respective legal counsel participated in the preparation of this Agreement; therefore, this agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof.