Entire Agreement Other Agreements Contract Clauses (10)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Entire Agreement Other Agreements clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Entire Agreement Other Agreements. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein, and, as of the Effective Date, supersedes and replaces all other agreements related to the subject matter hereof. Notwithstanding anything herein to the contrary, (a) any outstanding equity award agreements and any equity award agreements executed in connection wit...h this Agreement shall continue in full force and effect and(b) the Executive shall be entitled to (i) base salary due as of the Effective Date which remains unpaid as of the Effective Date, and (ii) reimbursement of the business expenses incurred by the Executive prior to the Effective Date which are reimbursable and due and remain unpaid as of the Effective Date. In the event there is a conflict between any provision of this Agreement and any other agreement, plan, policy or arrangement of the Company or any Company Affiliate, the provision most favorable to the Executive shall govern except that the Executive shall be subject to any written claw back policies of the Company (a) in effect from time to time adopted by the Board or the Committee prior to the Executive's Date of Termination or (b) adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities Exchanges Commission or any other applicable laws (whether or not the rights of the Executive may be adversely affected). Any claw back policy shall be applied to the Executive consistent with how such policy is applied to other senior executives of the Company with respect to the same subject matter. Section 15 of the Confidentiality Agreement between the Company and the Executive is hereby deleted in its entirety and replaced with the following: "15. TERMINATION OF EMPLOYMENT. I understand and agree that I or the Company may terminate my employment pursuant to the terms of the Employment Agreement 12 dated February 11, 2019 between me and the Company ("Employment Agreement") and that this Confidentiality Agreement shall in no way be construed or operate to change or modify the Employment Agreement or to prevent the Company or me from dispensing with my services pursuant to the terms of the Employment Agreement."View More
Entire Agreement Other Agreements. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein, and, as of the Effective Date, supersedes and replaces all other agreements related to the subject matter hereof. hereof, including, without limitation, the employment agreement among the Executive and the Company, dated January 14, 2016 and effective December 31, ...2015 (the "2015 Employment Agreement") which shall terminate and become null and void on the 12 Effective Date. Notwithstanding anything herein to the contrary, (a) any outstanding equity award agreements and any equity award agreements executed in connection with this Agreement shall continue in full force and effect and(b) effect, (b) the Executive shall be entitled to (i) base salary Base Salary due under the 2015 Employment Agreement as of the Effective Date which remains unpaid as of the Effective Date, and (ii) reimbursement of the business expenses incurred by the Executive prior to the Effective Date which are reimbursable and due under Section 5 of the 2015 Employment Agreement and remain unpaid as of the Effective Date. Date, and (iii) all car allowance payments due under Section 5 of the 2015 Employment Agreement as of the Effective Date which remain unpaid as of the Effective Date, and (c) all outstanding equity awards (including, without limitation, any vesting rights for any outstanding equity awards issued in connection with the 2015 Employment Agreement), the Indemnification Agreement and the Confidentiality Agreement (as amended below) shall continue to be in full force and effect. For the avoidance of doubt, the Executive shall be entitled to vesting of Executive's equity awards outstanding on the Effective Date of this Agreement in accordance with Section 4(c) and Sections 10(a)(iii), 10(b)(iii), 10(d)(ii), 10(e)(ii) and 10(f) of the 2015 Employment Agreement. In the event there is a conflict between any provision of this Agreement and any other agreement, plan, policy or arrangement of the Company or any Company Affiliate, the provision most favorable to the Executive shall govern except that the Executive shall be subject to any written claw back policies of the Company (a) in effect from time to time adopted by the Board or the Committee prior to the Executive's Date of Termination or (b) adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities Exchanges Commission or any other applicable laws (whether or not the rights of the Executive may be adversely affected). Any claw back policy shall be applied to the Executive consistent with how such policy is applied to other senior executives of the Company with respect to the same subject matter. Section 15 of the Confidentiality Agreement between the Company and the Executive is hereby deleted in its entirety and replaced with the following: "15. TERMINATION OF EMPLOYMENT. I understand and agree that I or the Company may terminate my employment pursuant to the terms of the Employment Agreement 12 dated February 11, 2019 December 30, 2018 between me and the Company ("Employment Agreement") and that this Confidentiality Agreement shall in no way be construed or operate to change or modify the Employment Agreement or to prevent the Company or me from dispensing with my services pursuant to the terms of the Employment Agreement." View More
