Entire Agreement Enforcement of Rights Contract Clauses (144)

Entire Agreement Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement. The failur...e by either party to enforce any rights under this Agreement will not be construed as a waiver of any rights of such party. View More

Entire Agreement Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments, or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agr...eement (which writing and signing may be electronic). The failure by either party to enforce any rights under this Agreement will not be construed as a waiver of any rights of such party.15. Compliance with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company's Shares may be listed or quoted at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company will have unilateral authority to amend the Plan and this RSU Agreement without Participant's consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this RSU Agreement will be endorsed with appropriate legends, if any, determined by the Company. View More

Entire Agreement Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failu...re by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.10. Compliance with Laws and Regulations. The issuance of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company's Common Stock may be listed or quoted at the time of such issuance or transfer.11. Governing Law; Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.11. No Rights as Employee, Director or Consultant. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant's service, for any reason, with or without cause.By your signature and the signature of the Company's representative on the Notice, Participant and the Company agree that this RSU is granted under and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice and this Agreement. Participant further agrees to notify the Company upon any change in Participant's residence address. View More

Entire Agreement Enforcement of Rights. This Award Agreement, together with the Plan, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior discussions, agreements, commitments, or negotiations between the parties. No adverse modification or amendment of this Award Agreement, nor any waiver of any rights under this Award Agreement, will be effective unless in writing and signed by the parties to this Award Agreement (which may be electronic). The failure by eith...er party to enforce any rights under this Award Agreement will not be construed as a waiver of any rights of such party. View More

Entire Agreement Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning this Option are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enf...orce any rights under this Agreement shall not be construed as a waiver of any rights of such party. BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 5 EX-10.3 2 srra-ex103_315.htm EX-10.3 srra-ex103_315.htm Exhibit 10.3 SIERRA ONCOLOGY, INC. 2015 EQUITY INCENTIVE PLAN As amended on January 21, 2020 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by offering them an opportunity to participate in the Company's future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28. View More

Entire Agreement Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning this Option are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enf...orce any rights under this Agreement shall not be construed as a waiver of any rights of such party. BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN. 6 NOTICE OF RESTRICTED STOCK AWARD THE REAL GOOD FOOD COMPANY, INC. 2021 STOCK INCENTIVE PLAN Unless otherwise defined herein, the terms defined in The Real Good Food Company, Inc. (the "Company") 2021 Stock Incentive Plan (the "Plan") shall have the same meanings in this Notice of Restricted Stock Award (the "Notice") and the attached Restricted Stock Agreement (the "Restricted Stock Agreement"). You have been granted the opportunity to purchase Shares of the Company that are subject to restrictions (the "Restricted Shares") and the terms and conditions of the Plan, this Notice and the attached Restricted Stock Agreement. Name: Address: Total Number of Restricted Shares Awarded: Fair Market Value per Restricted Share: $ Total Fair Market Value of Award: $ Purchase Price per Restricted Share: $ Total Purchase Price for all Restricted Shares: $ Date of Grant: Vesting Commencement Date: Vesting Schedule: [INSERT VESTING SCHEDULE]. Additional Terms: ☐ If this box is checked, the additional terms and conditions set forth on Attachment 1 hereto (as executed by the Company) are applicable and are incorporated herein by reference. No document need be attached as Attachment 1 if the box is not checked. 1 You acknowledge that the vesting of the Restricted Shares pursuant to this Notice is earned only by continuing Service. By accepting the Restricted Shares, you and the Company agree that the Restricted Shares are granted under and governed by the terms and conditions of the Plan, the Notice and the Restricted Stock Agreement. You acknowledge and agree that the Vesting Schedule may change prospectively in the event that your Service status changes between full and part-time status in accordance with Company policies relating to work schedules and vesting of awards. You further acknowledge that the grant of the Restricted Shares by the Company is at the Company's sole discretion, and does not entitle you to further grant(s) of Restricted Shares or any other award(s) under the Plan or any other plan or program maintained by the Company or any Parent, Subsidiary or Affiliate of the Company. By accepting the Restricted Shares, you consent to electronic delivery as set forth in the Restricted Stock Agreement. If the Restricted Stock Agreement is not executed by you within thirty (30) days of the Company's delivery of this Agreement to you, then this grant shall be void. PARTICIPANT: THE REAL GOOD FOOD COMPANY, INC. Signature: By: Print Name: Name: Its: 2 RESTRICTED STOCK AGREEMENT THE REAL GOOD FOOD COMPANY, INC. 2021 STOCK INCENTIVE PLAN THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made as of , 2021 by and between The Real Good Food Company, Inc., a Delaware corporation (the "Company"), and ("you") pursuant to the Company's 2021 Stock Incentive Plan (the "Plan"). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement. View More

Entire Agreement Enforcement of Rights. This Option Agreement, the Notice and the Offer Letter constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning this Option are superseded. No modification of or amendment to this Option Agreement, nor any waiver of any rights under this Option Agreement, shall be effective unless in writing and signed by the parties to this Option Agreement.... The failure by either party to enforce any rights under this Option Agreement shall not be construed as a waiver of any rights of such party.18. Administration. This Option Agreement will be administered by the either the majority of the independent members of the Company's Board of Directors (the "Board") or the Compensation Committee of the Board (the "Compensation Committee", and either referred to herein as the "Committee"). The Committee will have full power to implement and carry out this Option Agreement. BY ACCEPTING THIS OPTION, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE OFFER LETTER. 6 EX-10.03 2 ex10_03q2-16.htm EXHIBIT 10.03 Exhibit Exhibit 10.03 NOTICE OF INDUCEMENT STOCK OPTION GRANTSHUTTERFLY, INC. "Notice of Grant"GRANT NUMBER: 00004045You have been granted an Option to purchase shares of Common Stock of the Company subject to the terms and conditions of this Notice of Stock Option Grant (the "Notice of Grant"), the attached Stock Option Agreement (the "Option Agreement") and your Offer Letter (as defined below), as follows.Name: Christopher North Address: Date of Grant: May 31, 2016 Vesting Commencement Date: May 31, 2016 Exercise Price per Share: Total Number of Shares: 850,000 Type of Option: Non-Qualified Stock OptionExpiration Date:May 31, 2023; This Option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement.Vesting Schedule: This Option becomes exercisable with respect to the first 25% of the Shares subject to this Option when you complete 12 months of continued employment as the Chief Executive Officer of the Company from the Vesting Commencement Date; thereafter, this Option becomes exercisable with respect to an additional 1/48th of the Shares subject to this Option when you complete each month of continued employment as the Chief Executive Officer of the Company, except for such accelerated vesting as set forth in the Offer Letter. You understand that your employment with the Company is for an unspecified duration, can be terminated at any time (i.e., is "at-will"), and that nothing in this Notice, the Option Agreement, or you offer letter of employment from the Company, dated on or around March 15, 2016 (the "Offer Letter") changes the at-will nature of that relationship. By accepting this Option, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Notice of Grant, the Option Agreement and the Offer Letter. By accepting this Option, you consent to electronic delivery as set forth in the Option Agreement.PARTICIPANT: SHUTTERFLY, INC.Signature: By: Print Name: Christopher North Name: Its: 1 Exhibit 10.03SHUTTERFLY, INC.INDUCEMENT AWARD AGREEMENT (STOCK OPTION)(U.S. FORM)You have been granted an Option by Shutterfly, Inc. (the "Company") to purchase Shares (the "Option"), subject to the terms, restrictions and conditions of your offer letter of employment from the Company, dated on or around March 15, 2016 (the "Offer Letter"), the Notice of Stock Option Grant (the "Notice of Grant") and this Stock Option Agreement (the "Option Agreement"). View More