Counterparts Contract Clauses (32,839)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. -Rev 1.2018 EXHIBIT 10.1 SIGNATURE PAGE IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Optionee have executed and delivered this Agreement effective as of the date and year first above written. Option Shares of Stock: %%TOTAL_SHARES_GRANTED%-% Grant Price: %%OPTION_PRICE,'$999,999,999.9...9'%-% Vesting Schedule: Percent of Stock OptionDate Vested25%%%VEST_DATE_PERIOD1%-% 25%%%VEST_DATE_PERIOD2%-% 25%%%VEST_DATE_PERIOD3%-% 25%%%VEST_DATE_PERIOD4%-% BOSTON SCIENTIFIC CORPORATION Michael F. MahoneyPresident and Chief Executive Officer OPTIONEE By: SIGNED BY ELECTRONIC SIGNATURE By electronically accepting the Award, you agree that (i) such acceptance constitutes your electronic signature in execution of this Agreement; (ii) you agree to be bound by the provisions of the Plan, the Agreement and the Addendum; (iii) you have reviewed the Plan, the Agreement and the Addendum in their entirety, have had an opportunity to obtain the advice of counsel prior to accepting the Award and fully understand all of the provisions of the Plan, the Agreement and the Addendum; (iv) you have been provided with a copy or electronic access to a copy of the U.S. prospectus for the Plan and the tax supplement to the U.S. prospectus for your country, if applicable; and (v) you hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Agreement and the Addendum. -Rev 1.2018 EXHIBIT 10.1 BOSTON SCIENTIFIC CORPORATION ADDENDUM TO THE AWARD AGREEMENTRELATING TO NON-QUALIFIED STOCK OPTIONS GRANTEDPURSUANT TO THE 2011 LONG-TERM INCENTIVE PLAN In addition to the terms of the Plan and the Agreement, the Stock Option is subject to the following additional terms and conditions. All defined terms contained in this Addendum shall have the same meaning as set forth in the Plan and the Agreement. Pursuant to Section 19 of the Agreement, if you transfer your residence and/or employment to another country reflected in an Addendum, the additional terms and conditions for such country (if any) will apply to you to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the administration of the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). ARGENTINA Type of Offering. Neither the grant of the Stock Option, nor the issuance of shares of Stock subject to the grant, constitutes a public offering. The offering of the Plan is a private placement and is not subject to the supervision of any Argentine governmental authority. AUSTRALIA 1. Limitations on Exercisability Following Termination of Employment. Notwithstanding any provision in the Agreement or the Plan to the contrary, in the event your employment terminates for any reason, your vested Stock Option will no longer be exercisable after the earlier of: (i) thirty (30) days from the date of termination of employment; and (ii) the Expiration Date specified in Section 2 of the Agreement. View More

Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. A signature of a party by facsimile or other electronic transmission (including a .pdf copy sent by e-mail) shall be deemed to constitute an original and fully effective signature of such party.24. Ent...ire Agreement; Amendments. The provisions hereof constitute the entire and only agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, commitments, representations, understandings, or negotiations, oral or written, and all other communications relating to the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective unless set forth in a document that purports to amend this Agreement and is executed by all parties hereto. View More

Counterparts. This Second Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the Portions of this Exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL same agreement. An execute...d signature page to this Second Amendment delivered by facsimile transmission shall be as effective as an original executed signature page. [THE REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK] Portions of this Exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. View More

Counterparts. This Agreement may be executed in one or more counterparts, all of which together will constitute but one Agreement. 8 EX-10.24 4 d341756dex1024.htm EX-10.24 EX-10.24 Exhibit 10.24 FORTUNE BRANDS HOME & SECURITY, INC. 2013 LONG-TERM INCENTIVE PLAN Form of [GRANT DATE] Option Award Notice (the "Notice") Executive Company You have been awarded an option to purchase shares of Common Stock of Fortune Brands Home & Security, Inc. (the "Company"), pursuant to the terms and conditions of the Fortune Br...ands Home & Security, Inc. 2013 Long-Term Incentive Plan (the "Plan") and the Stock Option Award Agreement (together with this Notice, the "Agreement"). Copies of the Plan and the Stock Option Agreement are available on the UBS website (www.ubs.com/onesource/fbhs). In exchange for accepting the Stock Options, you will be required to agree to the restrictive covenant language contained in the agreement. Capitalized terms not defined in this Notice have the meanings specified in the Plan or the Agreement. Option: You have been awarded a Nonqualified Stock Option to purchase from the Company [xxx] shares of its Common Stock, par value $0.01 per share, subject to adjustment as provided in Section 11 of the Award Agreement. Exercise Price: $xx.xx VestingSchedule: Except as otherwise provided in and subject to the Plan, the Agreement or any other agreement between the Company and Optionee, the Option will vest in the following increments on the following dates: One-third of the Option February 28, XXXX One-third of the Option February 28, XXXX One-third of the Option February 28, XXXX Expiration Date: Except to the extent earlier terminated or exercised pursuant to the terms of the Agreement or the Plan, the Option will terminate at 3:00 p.m., Eastern time, on the tenth anniversary of the Award Date. FORTUNE BRANDS HOME & SECURITY, INC. 2013 LONG-TERM INCENTIVE PLAN Form of [GRANT DATE] Stock Option Agreement (the "Agreement") Fortune Brands Home & Security, Inc., a Delaware corporation (the "Company"), grants to the undersigned "Optionee" an option to purchase shares of Common Stock from the Company subject to the terms and conditions of the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan (the "Plan"), the Award Notice ("Award Notice"), and this Agreement (collectively, the "Award"). Capitalized terms not defined in this Agreement have the meanings specified in the Plan. View More

Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. 12 14. Entire Agreement. The terms of this Agreement (together with any other agreements and instruments contemplated hereby or referred to herein) are intended by the parties hereto to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by ev...idence of any prior or contemporaneous agreement (including, without limitation, any term sheet or offer letter). The terms of this Agreement supersede all prior agreements, oral and written between the parties hereto with respect to the subject matter hereof. which the parties acknowledge and agree are hereby terminated and canceled. The parties hereto further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. View More

Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic and facsimile copies of such signed counterparts may be used in lieu of the originals for any purpose.

Counterparts. This Confirmation may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Confirmation by signing and delivering one or more counterparts.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which together shall represent one and the same agreement. SURGICAL CARE AFFILIATES, INC.:PARTICIPANT: By: Name: [Name] Title: Date: 3 EX-10.21 4 scai-ex1021_445.htm EX-10.21 scai-ex1021_445.htm Exhibit 10.21 SURGICAL CARE AFFILIATES, INC. 2013 OMNIBUS LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT TIME-VESTING RESTRICTED STOCK UNITS This Restricted Stock Unit Award Agreement... (this "Agreement") is entered into as of _____________ (the "Grant Date"), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the "Company"), and _____________, a director of the Company or one or more of its Subsidiaries (the "Participant"). Pursuant to the Surgical Care Affiliates, Inc. 2013 Omnibus Long-Term Incentive Plan, as amended (the "Plan"), the Board of Directors of the Company (or its Compensation Committee or a designee thereof) has determined that the Participant shall be granted an Incentive Award in the form of restricted stock units ("RSUs") upon the terms and subject to the conditions hereinafter contained. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan. View More

Counterparts. This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original but all such counterparts shall together constitute one and the same instrument. 32 20. Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing correctly sets forth the agreement among the Com...pany and the Underwriters, please indicate your acceptance in the space provided for that purpose below. View More