Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement contain and constitute the entire understanding and agreement between the parties hereto with respect to the Executive's severance benefits and the settlement of claims against the Company and cancel all previous oral and written negotiations, agreements, commitments and writings in connection therewith, including, without limitation, the Offer Letter and the Executive Agreement. Nothing in this paragraph, however, shall modify, cancel or supersede the Executive's obligations set ...forth in Paragraphs 5 and 6 above. View More

Entire Agreement. (a) This Agreement supersedes the Prior Agreement and constitutes the entire agreement among the parties with respect to the payment of severance compensation upon the occurrence of certain events in connection with a change of control as defined herein and supersedes any and all other agreements, either oral or in writing, among the parties hereto with respect to the subject matter hereof. (b) Notwithstanding the foregoing, this Agreement is not intended to supersede, terminate, alter, or modif...y any provision in Executive's Employment Agreement; provided however that this Agreement is intended to be mutually exclusive of the payment provisions found in Section 10 of Executive's Employment Agreement such that if Executive receives Severance Compensation under this Agreement, he shall not be entitled to receive any payments under Section 10 of his Employment Agreement (other than compensation accrued through the date of termination of Executive's employment) and to the extent any such payments have been made, they shall be credited against payments due under this Agreement. (c) This Agreement may be executed in one or more counterparts, each of which shall be considered an original copy of this Agreement, but all of which together shall evidence only one agreement. View More

Entire Agreement. This Agreement supersedes all prior agreements among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. This Agreement may not be modified or waived, except expressly by an instrument in writing signed by all the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver by any other party nor shall any such waiver be deemed a continuing waiver of any matter by su...ch party. 9 23. Notice. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows: if to the Company Shareholder: 605 Cote Saint-Antoine Westmount, Québec H3Y 2K5 with a copy (which shall not constitute notice) to: Davies Ward Phillips & Vineberg LLP 1501 McGill College Avenue, Suite 2600 Montréal, Québec H3A 3N9 Canada Attention: Richard Cherney and Olivier Désilets Fax No. : (514) 841-6499 if to Parent: Endo Health Solutions Inc. 1400 Atwater Drive Malvern, PA 19355 Attention: Caroline B. Manogue Facsimile No. : (610) 884-7159 E-mail: manogue.caroline@endo.com with a copy (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Attention: Eileen Nugent, Esq. Brandon Van Dyke, Esq. Facsimile No. : (212) 735-2000 E-mail: eileen.nugent@skadden.com brandon.vandyke@skadden.com Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day. View More

Entire Agreement. The Parties agree that this Agreement contains the entire agreement and understanding of the Parties related to the subject matter hereof, and that there are no additional promises or terms of the Agreement amongst the Parties other than those written in this Agreement related to the subject matter hereof and that except as modified hereby, the Transaction Documents shall remain unchanged and in full force and effect. 1 6. Binding Effect. This Agreement shall be binding upon the Parties hereto a...nd their successors, heirs and assigns. View More

Entire Agreement. This Agreement and the other plans and documents specifically referred to herein constitute the entire agreement between the parties regarding the subject matter of this Agreement and such other plans and documents and supersede all prior communications, agreements and understandings, written or oral, with respect to such subject matter, including, without limitation, the Original Agreement.

Entire Agreement. This Agreement contains all the understanding and agreements between the Participant and the Company regarding the subject matter hereof. [rest of page intentionally left blank] EX-10.1 2 d499162dex101.htm EX-10.1 EX-10.1 EXHIBIT 10.1 2013 PEPSICO ANNUAL LONG-TERM INCENTIVE AWARD PEPSICO EQUITY PERFORMANCE UNITS / LONG-TERM CASH AWARD TERMS AND CONDITIONS These Terms and Conditions shall constitute an agreement (this "Agreement"), effective as of March 1, 2013 (the "Grant Date"), by and between ...PepsiCo, Inc., a North Carolina corporation having its principal office at 700 Anderson Hill Road, Purchase, New York 10577 ("PepsiCo," and with its divisions and direct and indirect subsidiaries, the "Company"), and you (the "Participant"). W I T N E S S E T H: WHEREAS, the Board of Directors and shareholders of PepsiCo have approved the PepsiCo, Inc. 2007 Long-Term Incentive Plan (the "Plan"), for the purposes and subject to the provisions set forth in the Plan; and WHEREAS, pursuant to the authority granted to it in the Plan, the Compensation Committee of the Board of Directors of PepsiCo (the "Committee"), at a meeting held on or prior to the Grant Date, duly authorized the grant to the Participant of PepsiCo equity performance units ("PEPunits") and a long-term cash award ("LTC Award") each with a March 1, 2013 Grant Date and in the respective amounts set forth in the award summary provided to the Participant by the Plan's service provider (the "Award Summary"); and WHEREAS, awards granted under the Plan are to be evidenced by an Agreement in such form and containing such terms and conditions as the Committee shall determine. NOW, THEREFORE, it is mutually agreed as follows: A. Terms and Conditions Applicable to PEPunits. These terms and conditions shall apply with respect to the PEPunits with a March 1, 2013 Grant Date granted to the Participant as indicated on the Award Summary. View More

Entire Agreement. Prior to the Separation Date, the Employment Agreement shall remain in full force and effect, except where the Employment Agreement and this Agreement conflict, in which case this Agreement shall control. As of the Separation Date, this Agreement, including the Release attached hereto and the other documents referenced herein, and the surviving provisions of the Employment Agreement shall constitute the entire agreement between the Parties with respect to Employee's former employment with Employ...er and the Parties' relationship and obligations to each other. View More

Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other ter...ms and conditions of that certain engagement letter between the Company and the Representative, dated December 10, 2020 and as amended to date, shall remain in full force and effect 19. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission or electronic mail) in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument. View More

Entire Agreement. This Amendment, including the Appendix attached hereto, which is incorporated herein by reference, and the Agreement constitute the entire agreement between the Parties pertaining to the subject matter hereof, superseding any other previous proposals, representations or statements, oral or written. Any previous agreements, other than the Agreement, between the Parties pertaining to the subject matter of this Amendment are hereby expressly canceled and terminated. Except as explicitly provided in... this Amendment, any modification of this Amendment or the Agreement must be in writing and signed by authorized representatives of both Parties. View More

Entire Agreement. Except as otherwise set forth herein, this Agreement sets forth the entire Agreement between Company and Employee and supersedes and replaces any and all prior or contemporaneous representations or agreements, whether oral or written, relating to the subject matter hereof. 7 19.Method of Acceptance. To accept, Employee must sign the Agreement. Once Employee has accepted the Agreement, Employee shall deliver a signed and dated copy hereof to Denise Stump in Company's Human Resources Department, 1...4111 Scottslawn Road, Marysville, Ohio 43041. This Agreement cannot be accepted until after the Termination Date and will not be effective if signed by Employee prior to the Termination Date. Employee has 60 days following the Termination Date to accept this Agreement. Employee's failure to deliver Agreement in a timely manner will excuse Company from timely payment. View More