Counterparts Contract Clauses (32,839)

Counterparts. This Award Agreement may be signed in counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument. We are pleased to be able to provide you with this incentive and look forward to your active participation during this important time for the Company. If you accept the terms and conditions of this Award Agreement, please sign one of the two enclosed copies and return it to the undersigned. Yours sincerely, James J. Comitale Sen...ior Vice President, General Counsel ACKNOWLEDGED AND AGREED: Signature: Date: EX-10.4 5 a17-20664_1ex10d4.htm EX-10.4 Exhibit 10.4 August 11, 2017 Private & Confidential Darren Karst Rite Aid Corporation 30 Hunter Lane Camp Hill, PA 17011 Re: Retention Award Agreement Dear Darren: Your continued services and loyalty to Rite Aid Corporation ("us" or "we" or the "Company") are very important to us. We are therefore pleased to inform you that, pursuant to the terms of this letter agreement (the "Award Agreement"), you are eligible to receive a retention award in the form of a cash payment pursuant to the terms set forth herein (the "Retention Award"). This Retention Award is intended to incentivize you to continue to use your best efforts to ensure optimal corporate performance following the termination of the Agreement and Plan of Merger, dated as of October 27, 2015 and as amended on January 29, 2017, by and between the Company, Walgreens Boots Alliance, Inc., a Delaware corporation, and Victoria Merger Sub, Inc., a Delaware Corporation and a wholly-owned direct subsidiary of Walgreens. Accordingly, in consideration of the mutual promises and covenants hereinafter set forth, it is hereby agreed as follows: 1. Retention Award. You will be eligible to receive a Retention Award equal to $500,000 on November 1, 2017 (the "Vesting Date"), subject to your continued employment with the Company through the Vesting Date. To the extent earned, the Retention Award will be payable, less applicable withholding taxes, as soon as practicable following the Vesting Date and, in any event, no later than ten (10) business days thereafter. View More

Counterparts. This Amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. This Amendment shall become binding when one or more counterparts hereof individually or taken together, shall bear the signature of all the persons reflected hereon as the signatories. A facsimile, electronic, or similar reproduction of a signature by one or any of the undersigned shall be tre...ated as an execution in writing for purposes of the execution of this Amendment. 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 instrument. THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. RESPONSE GENETICS, INC. By: /s/ Thomas A. Bologna Name: Thomas A. Bologna Title: Chairman of the Board of Dir...ectors By: /s/ Stephanie Astrow Stephanie H. Astrow [Redacted] 10 EX-10.7 2 v336811_ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made as of March 26, 2012 (the "Effective Date") between Response Genetics, Inc., a Delaware Corporation (the "Company") and Stephanie H. Astrow ("Executive"). In consideration of the promises and mutual covenants set forth below, the parties agree as follows: 1. Duties. 1.1 Executive shall serve as Vice President of Research and Development ("VP of R&D") of the Company and shall have all such authority, duties and responsibilities as are consistent with such position and shall perform such other duties and responsibilities on behalf of the Company as reasonably may be assigned to Executive by the Chief Executive Officer and/or the Company's Board of Directors ("Board"). 1.2 Executive shall report to the Chief Executive Officer. It is understood that Executive shall devote substantially all of her time to her duties and responsibilities as VP of R&D. Executive agrees to use her best efforts and devote her time, attention, skill and efforts to rendering her services to further the best interests and welfare of the Company. 1.3 The parties acknowledge that the Company's main offices are located in Los Angeles, California, which is Executive's principal place of employment. Executive acknowledges that she may be required to travel in connection with her employment. 1.4 Extracurricular Activities. It is recognized that participation by Executive in various professional, governmental, civic, charitable, educational and cultural activities, other than those conducted by the Company, benefits the Company's public image and Executive shall be free to engage in such reasonable activities, provided that such activities do not conflict or otherwise compete with activities conducted by the Company. Any such activities of significance shall be reported by Executive to the Company's Chief Executive Officer and Board of Directors. View More

Counterparts. This Amendment may be executed in any number of counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

Counterparts. This Waiver may be executed in two or more counterparts, each of which shall be deemed an original and shall be binding upon any party executing the same and all of which together shall constitute one and the same document. This Waiver shall become effective when all parties hereto have executed a counterpart hereof.

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 instrument. Page 8 If this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, Scott J. Montross President and Chief Executive Officer AGREED AND ACCEPTED: Martin Dana Executiv...e Vice President, Tubular Products Group Page 9 EX-10.2 3 d589111dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 October 15, 2013 Martin Dana 5271 SE Columbia Way, Suite 200 Vancouver, WA 98661 Northwest Pipe Company, an Oregon corporation (the "Company"), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company. In order to induce you to remain in the employ of the Company, this letter agreement, which has been approved by the Board, sets forth the severance benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated subsequent to a "Change in Control" of the Company under the circumstances described below. View More

Counterparts. This Letter of Intent maybe executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Emailed .PDF copies of signatures shall be treated as originals for all purposes.

Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and an electronic PDF or facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any cou...nterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original, PDF or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original, PDF or facsimile). View More

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement. [Signatures appear on the following page.]

Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original. Delivery of an executed counterpart of a signature page to this Agreement in electronic (i.e. "pdf" or "tif") format shall be as effective as delivery of a manually executed counterpart of this Agreement.