Entire Agreement Amendment Contract Clauses (1,224)

Grouped Into 65 Collections of Similar Clauses From Business Contracts

This page contains Entire Agreement Amendment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement Amendment. This letter agreement and its Exhibit A, the Employment Agreement and the Restrictive Covenant Agreements contain the entire agreement among you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you and the Company with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any... other agreement between you and the Company providing for severance, separation or retention payments or benefits or any other plan, program, policy or arrangement providing for such benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement, the Restrictive Covenant Agreements and any such other agreement that have not been modified by this letter agreement shall remain in full force and effect. This letter agreement may not be modified or amended except with the written consent of Parent and by a writing signed by each of the parties hereto. View More
Entire Agreement Amendment. This letter agreement and its Exhibit A, the Employment Agreement and the Restrictive Covenant Agreements contain the entire agreement among you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you and the Company with respect hereto. You acknowledge and agree that this letter agreement constitutes a modification of your rights under the Employment Agreement and any... other agreement between you and the Company providing for severance, separation or retention payments or benefits or any other plan, program, policy or arrangement providing for such benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement, the Restrictive Covenant Agreements and any such other agreement that have not been modified by this letter agreement shall remain in full force and effect. This letter agreement may not be modified or amended except with the written consent of Parent and by a writing signed by each of the parties hereto. 5 14. Successors and Assigns. This letter agreement shall be binding on (a) you and your estate and legal representatives and (b) the Company and its successors and assigns. View More
Entire Agreement Amendment. This letter agreement and its Exhibit A, the Employment Agreement and Exhibit A and the Restrictive Covenant Agreements CIC Agreement contain the entire agreement among you and the Company concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, among you and the Company with respect hereto. You acknowledge and agree that this letter agreement Agreement constitutes a modification of your rights ...under the Employment CIC Agreement and any other agreement between you and the Company providing for severance, separation or retention payments or benefits or any other plan, program, policy or arrangement providing for such benefits. Notwithstanding the foregoing, all other terms of the Employment Agreement, the Restrictive Covenant Agreements CIC Agreement and any such other agreement that have not been modified by this letter agreement Agreement shall remain in full force and effect. This letter agreement Agreement may not be modified or amended except with the written consent of Parent and by a writing signed by each of the parties hereto. parties. View More
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Entire Agreement Amendment. This Agreement, together the Partnership Agreement, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties hereto relating to such subject matter. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Partnership or Executive unless such modification, amendment or waiver is approved in wri...ting by the Partnership and Executive; provided, that the Partnership may modify, amend or waive any provision of this Agreement without the consent of Executive unless such amendment, modification or waiver would adversely affect the rights of Executive hereunder. View More
Entire Agreement Amendment. This Agreement, together the Partnership Agreement, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties hereto relating to such subject matter. No modification, amendment or waiver of any provision of this Agreement shall be effective against the Partnership or Executive Optionee unless such modification, amendment or waiver is approv...ed in writing by the Partnership and Executive; Optionee; provided, that the Partnership may modify, modify amend or waive any provision of this 13 Agreement without the consent of Executive Optionee unless such amendment, modification or waiver would adversely affect the rights of Executive hereunder. Optionee hereunder and the Partnership and the Service Recipient may modify Section 19 in a writing approved by both such parties (with no approval required from Optionee). View More
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Entire Agreement Amendment. This Agreement shall constitute the entire agreement between the parties with respect to compensation and benefits payable to Executive upon her termination of employment with Conn's. This Agreement replaces and supersedes any and all existing agreements entered into between Executive and Conn's, whether oral or written, regarding the subject matter of this Agreement, except that this Agreement shall modify and supersede any equity award agreement between Executive and Conn's under the Conn's, I...nc. 2020 Omnibus Incentive Plan as expressly set forth herein. The terms of this Agreement shall prevail to the extent of any conflict between the terms of this Agreement and any equity award agreement between Executive and Conn's under the Conn's, Inc. 2020 Omnibus Incentive Plan. This Agreement may not be amended or modified other than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. View More
Entire Agreement Amendment. This Agreement shall constitute the entire agreement between the parties with respect to compensation and benefits payable to Executive upon her his termination of employment with Conn's. This Agreement replaces and supersedes any and all existing agreements entered into between Executive and Conn's, whether oral or written, regarding the subject matter of this Agreement, except that this Agreement shall modify and supersede any equity award agreement between Executive and Conn's under the Conn'...s, Inc. 2020 Conn's Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn's 2011 Omnibus Incentive Plan as expressly set forth herein. The terms of this Agreement shall prevail to the extent of any conflict between the terms of this Agreement and any equity award agreement between Executive and Conn's under the Conn's, Inc. 2020 Conn's Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn's 2011 Omnibus Incentive Plan. This Agreement may not be amended or modified other than by a written agreement executed by the parties to this Agreement or their respective successors and legal representatives. View More
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Entire Agreement Amendment. This Agreement, including Exhibits 1 through 7 hereto, constitutes the entire agreement between NEM and PROMOTER. All previous communications and negotiations between NEM and PROMOTER, whether oral or written, not contained herein are hereby withdrawn and void. This Agreement may not be amended except in writing and signed by both parties.
Entire Agreement Amendment. This Agreement, including Exhibits 1 through 7 6 hereto, constitutes the entire agreement between NEM and PROMOTER. All previous communications and negotiations between NEM and PROMOTER, whether oral or written, not contained herein are hereby withdrawn and void. This Agreement may not be amended except in writing and signed by both parties.
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Entire Agreement Amendment. This Agreement contains the entire agreement between the Company and Director with respect to the subject matter hereof. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.
Entire Agreement Amendment. This Except as otherwise set forth in this Agreement, this Agreement contains the entire agreement between the Company and Director the Employee with respect to the subject matter hereof. hereof and thereof and supersedes and nullifies all previous agreements between the parties about the Company's employment of the Employee. This Agreement may not be amended, waived, changed, modified or discharged except by an instrument in writing executed by or on behalf of the party against whom enforcement... of any amendment, waiver, change, modification or discharge is sought. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof. View More
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Entire Agreement Amendment. This Agreement sets forth the entire understanding with respect to the Executive's employment by the Company and supersedes all existing agreements between the Executive and the Company concerning such employment, including, but not limited to the 2014 Employment Agreement, and may be modified only by a written instrument duly executed by each of the Executive and the Company.
Entire Agreement Amendment. This Agreement sets forth the entire understanding with respect to the Executive's employment by the Company and supersedes all existing agreements between the Executive and the Company concerning such employment, including, but not limited to the 2014 August 9, 2010 Employment Agreement, and may be modified only by a written instrument duly executed by each of the Executive and the Company.
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Entire Agreement Amendment. This Agreement, together with the other Indenture Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and thereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the Company Indenture Parties and Forbearing Holders constituting the Required Holders; provided that clause (i) of ...the definition of "Termination Date" in Section 1 of this Agreement may also be amended pursuant to an e-mail in which the Company Indenture Parties and Forbearing Holders constituting the Required Holders (or their respective advisors, including Paul Weiss) affirmatively consent to such proposed amendment in such e-mail. The Indenture Documents, as modified by this Agreement, continue to evidence the agreement of the parties with respect to the subject matter thereof. View More
Entire Agreement Amendment. This Agreement, together with the other Indenture Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and thereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the Company Indenture Loan Parties and Forbearing Holders Lenders constituting the Required Holders; Lenders; p...rovided that clause (i) of the definition of "Termination Date" in Section 1 of this Agreement may also be amended pursuant to an e-mail in which the Company Indenture Loan Parties and Forbearing Holders Lenders constituting the Required Holders Lenders (or their respective advisors, including Paul Paul, Weiss) affirmatively consent to such proposed amendment in such e-mail. The Indenture Loan Documents, as modified by this Agreement, continue to evidence the agreement of the parties with respect to the subject matter thereof. View More
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Entire Agreement Amendment. This Agreement and the Plan constitute the entire agreement with respect to the subject matter hereof between the parties hereto and there are no other agreements between the parties relating to the subject matter hereof. The Company and Grantee have made no promises, agreements, conditions, or understandings relating to the Option, either orally or in writing, that are not included in this Agreement or the Plan. This Agreement may only be modified by an agreement in writing executed by both the... Company and Grantee. Emailed copies (pdf format) of any party's signature hereto will have the same effect as an original signature. [Notice of Non-Qualified Stock Option Grant Follows] CANTALOUPE, INC.2018 EQUITY INCENTIVE PLANNOTICE OF NON-QUALIFIED STOCK OPTION GRANT Cantaloupe, Inc., a Pennsylvania corporation, f/k/a USA Technologies, Inc. (the "Company") has granted to you, the "Participant" named below, a non-qualified stock option (the "Option") to purchase shares of common stock, no par value, of the Company (the "Shares") under the Company's 2018 Equity Incentive Plan (as amended from time to time, the "Plan"). The terms of the grant are set forth in the Non-Qualified Stock Option Agreement (together with this Notice of Non-Qualified Stock Option Grant, the "Agreement") provided to you and which immediately precedes this Notice. The following provides a summary of the key terms of your award; however, you should read the entire Agreement, along with the terms of the Plan, to fully understand your award and the terms and conditions applicable to it. SUMMARY OF NON-QUALIFIED STOCK OPTION AWARD Participant: ___________________________ Grant Date: ___________________________ Total Number of Shares Underlying ___________________________Option: Exercise Price Per Share: ___________________________ Expiration Date: ___________________________ Vesting Commencement Date: ___________________________ Vesting Schedule: [The Option shall vest and become exercisable [insert vesting schedule], subject to Participant's continued Service through each such date*] *Unless otherwise provided in the Agreement or the Plan. View More
Entire Agreement Amendment. This Agreement and the Plan constitute contain the entire agreement with respect between the parties hereto relating to the subject matter hereof between and shall not be modified or amended in any way except in a writing signed by all of the parties hereto and there are no other agreements between the parties relating to the subject matter hereof. The Company and Grantee have made no promises, agreements, conditions, or understandings relating to the Option, either orally or in writing, that he...reto. All terms which are not included defined in this Agreement or shall bear the meaning ascribed to such terms in the Plan. This Agreement may only be modified by an agreement is made pursuant to and in writing executed by both accordance with the Company Plan, and Grantee. Emailed copies (pdf format) in the event of any party's signature hereto will have conflict or discrepancy between the same effect as an original signature. [Notice of Non-Qualified Stock Option Grant Follows] CANTALOUPE, INC.2018 EQUITY INCENTIVE PLANNOTICE OF NON-QUALIFIED STOCK OPTION GRANT Cantaloupe, Inc., a Pennsylvania corporation, f/k/a USA Technologies, Inc. (the "Company") has granted to you, the "Participant" named below, a non-qualified stock option (the "Option") to purchase shares of common stock, no par value, of the Company (the "Shares") under the Company's 2018 Equity Incentive Plan (as amended from time to time, the "Plan"). The terms of the grant are set forth in the Non-Qualified Stock Option this Agreement (together with this Notice of Non-Qualified Stock Option Grant, the "Agreement") provided to you and which immediately precedes this Notice. The following provides a summary of the key terms of your award; however, you should read the entire Agreement, along with the terms of the Plan, the terms of the Plan shall have precedence over any conflicting or discrepant terms in this Agreement. -2- COMPANY: OMEGA FLEX, INC. By Name: (Print) Title: RECIPIENT: Name: [INSERT] Address: [INSERT] -3- EXHIBIT A Designation of Beneficiary The undersigned, [ ], hereby designate [ ], as my beneficiary under the Phantom Stock Agreement dated [____], between the undersigned and Omega Flex, Inc., until such time as the undersigned shall change such designation in writing provided to fully understand your award Omega Flex, Inc. [NAME] State of ________________ } County of ______________ } ss. On this _____ day of __________, before me, the undersigned notary public, personally appeared [NAME], proved to me through satisfactory evidence of identification to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he or she signed it voluntarily for its stated purpose. __________________________________ , Notary Public My commission expires _____________________________ -4- EX-10.21 4 ex10-21.htm EXHIBIT 10.21 PHANTOM STOCK AGREEMENT THIS PHANTOM STOCK AGREEMENT effective as of [DATE], 20[ ] is between Omega Flex, Inc., a Pennsylvania corporation ("Company"), and [GRANTEE] ("Recipient"). BACKGROUND A. Pursuant to the Company's 2006 Phantom Stock Plan, as amended and restated effective as of January 1, 2023 (the "Plan"), the Compensation Committee of the Company's Board of Directors (the "Committee") is authorized to grant phantom stock units ("Phantom Stock Units") to directors, officers and other key employees of the Corporation. B. The Board regards Recipient as a key contributor to the Company and, in order to provide additional incentive to Recipient to further his efforts for Company, the Committee has directed that there be granted to Recipient Phantom Stock Units set forth below, upon the terms and conditions applicable set forth in the Plan and this Agreement. AGREEMENTS In consideration of the mutual promises and covenants herein contained, the parties hereto hereby agree as follows: 1. Basic Terms. Pursuant to it. SUMMARY OF NON-QUALIFIED STOCK OPTION AWARD Participant: ___________________________ the terms and conditions of the Plan and of this Agreement, Company hereby grants to Recipient units of Phantom Stock as defined under the Plan as follows: Number: [INSERT NUMBER] Grant Date: ___________________________ Total Maturity Date: Vesting: [INSERT DATE] [INSERT DATE] All Phantom Stock units cliff vest on the third anniversary of the Grant Date; provided the Recipient is then an employee or director, as applicable. Accelerated Vesting: All Phantom Stock units fully vest in the event of the Recipient's termination of Service due to death or Disability; provided the Recipient's Service with the Company was continuous for one year prior to such event. If the Participant's Service with the Company was continuous for one year prior to Retirement, the Recipient's Phantom Stock units vest as follows: Number of Shares Underlying ___________________________Option: Exercise Price Per Share: ___________________________ Expiration Date: ___________________________ Vesting Commencement Date: ___________________________ Vesting Schedule: [The Option Completed Years that Retirement Follows Grant Date Percentage of Phantom Stock To Vest Upon Retirement 1 33% 2 and an additional 33% 3 and an additional 34% -1- 2. No Rights; Capital Stock. Recipient shall vest and become exercisable [insert vesting schedule], subject not have any rights as a shareholder of Omega Flex, Inc. with respect to Participant's continued Service through each such date*] *Unless otherwise provided in the Agreement or the Plan. any Phantom Stock units granted to Recipient under this Agreement. View More
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Entire Agreement Amendment. This Agreement (including any documents or instruments referred to herein) constitutes the entire agreement regarding the RSUs among the parties and supersedes all prior agreements, and understandings, both written and oral, among the parties with respect to the subject matter hereof. The Committee may amend this Agreement, provided that if the Committee determines, in its discretion, that an amendment of this Agreement is likely to materially impair the rights of the Grantee, such amendment wil...l not be implemented without the consent of the Grantee, except to the extent that such amendment is required for compliance with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations. View More
Entire Agreement Amendment. This Agreement (including any documents or instruments referred to herein) constitutes the entire agreement regarding the RSUs among the parties and supersedes all prior agreements, and understandings, both written and oral, among the parties with respect to the subject matter hereof. The Committee may amend this Agreement, provided that if the Committee determines, in its discretion, that an amendment of this Agreement is likely to materially impair the rights of the Grantee, such amendment wil...l not be implemented without the consent of the Grantee, except to the extent that such amendment is required for compliance with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations. 11 BROWN & BROWN, INC.RESTRICTED STOCK UNIT AWARD AGREEMENT(Key Corporate Leaders / Profit Center Leaders / Other Leaders) 18. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to choice of law principles. View More
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Entire Agreement Amendment. This Agreement (together with the Mutual Release) contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to the subject matter hereof (including, without limitation, the Prior Agreement, which is superseded as of the Effective Date (for avoidance of doubt, without limiting or otherwise affecting the validity of any transactions previously consummated pursuant thereto, including without limitati...on the grant of the Initial Options (as defined in the Prior Agreement) or any other incentive awards to Employee)). This Agreement may be amended only by an instrument in writing duly executed by an officer of the Employers and by Employee. In the event of a conflict between any provision of this Agreement and any other provision of any plan, program, policy, arrangement or other agreement of the Employers, the provisions of this Agreement, to the extent more favorable to Employee, shall apply. View More
Entire Agreement Amendment. This Agreement (together with the Mutual Release) contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings understandings, if any, relating to the subject matter hereof (including, without limitation, the Prior Agreement, which is superseded as of the Effective Date (for avoidance of doubt, without limiting or otherwise affecting the validity of any transactions previously consummated pursuant thereto, in...cluding without limitation the grant of the Initial Options Units (as defined in the Prior Agreement) or any other incentive awards to Employee)). This Agreement may be amended only by an instrument in writing duly executed by an officer of the Employers Reis, by an officer of LLC and by Employee. In the event of a conflict between any provision of this Agreement and any other provision of any plan, program, policy, arrangement or other agreement of the Employers, Company, the provisions of this Agreement, to the extent more favorable to Employee, shall apply. View More
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