Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement sets forth the entire understanding of the Company and Employee, and supersedes all prior agreements and representations relating to retention awards, whether oral or written, with respect to the subject matter contained in this Agreement, except the Retention Incentive Bonus Agreement executed on June 8, 2018. This Agreement shall not be modified except by written agreement of Employee and the Company. This Agreement shall not supersede, reduce or eliminate any promises of non-co...mpetition and non-solicitation made by Employee to Company under any other agreements. The parties have executed this Agreement as of the dates written below. 5 confidential Joseph Brown Davis Polk Apr 08, 2021 12:54 Jennifer Slater Clarios, LLC /s/ Jennifer Slater By: /s/ David A. Slusser Print Name: Jennifer Slater Print Name: David A. Slusser Date: 12/18/19 Title VP, HR EX-10.28 30 d149744dex1028.htm EX-10.28 EX-10.28 Exhibit 10.28 RETENTION INCENTIVE BONUS AGREEMENT THIS RETENTION INCENTIVE BONUS AGREEMENT (the "Agreement") is made by Clarios LLC (the "Company") and Jennifer Slater ("Employee"). RECITALS WHEREAS, Employee is Group Vice President & General Manager Original Equipment of the Company; and WHEREAS, Employee's contributions to the Company to date and Employee's continued contributions are key to the success of the business; WHEREAS, the Company desires to provide an incentive for Employee to continue employment with the Company, subject to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the Company and Employee hereby agree to the following terms and conditions of the incentive to be provided to Employee to continue employment with the Company. TERMS AND CONDITIONS 1. Definitions (a) Active Employee. For purposes of this Agreement, and subject to paragraphs 2(b) and (c) hereof, Employee shall be considered an "Active Employee" on a given date if, on that date, Employee is then, and has since the date of this Agreement been, actively employed by the Company, diligently performed the duties and responsibilities associated with the Employee's position, diligently performed any additional responsibilities that may reasonably be assigned to Employee, has not given written notice of Employee's intent to resign or retire as of a date prior to the end of the Retention Period, and has not engaged in any conduct that would be grounds for discharge for Cause (as defined herein). (b) Cause. For purposes of this Agreement, Cause shall mean the following: (i) substantial failure or refusal to perform duties and responsibilities of his or her job as required by the Company, (ii) material violation of any fiduciary duty owed to the Company, (iii) conviction of, or entry of a plea of nolo contendere with respect to, a felony, (iv) conviction of, or entry of a plea of nolo contendere with respect to, a misdemeanor which involves dishonesty, fraud or morally repugnant behavior, (v) dishonesty, (vi) theft, (vii) violation of Company rules or policy, or (viii) other egregious or morally repugnant conduct that has, or could have, a serious and detrimental impact on the Company and its employees. The Chief Executive Office and Vice President of Human Resources (or the equivalent) of the Company, in his/her sole and absolute discretion, shall determine whether Cause exists. (c) Retention Period. For purposes of this Agreement, there shall be three (3) retention periods. The "First Retention Period" shall mean the period beginning on the date Employee executes this Agreement (the "Effective Date") and ending on April 30, 2021. The "Second Retention Period" shall mean the period beginning on May 1, 2021 and ending on April 30, 2022. The "Third Retention Period" shall mean the period beginning on May 1, 2022 and ending on April 30, 2023. View More

Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. ACCEPTED BY: SUBMITTED BY ADAGIO THERAPEUTICS, INC. PARTICIPANT: By: Print Name: Print Name: Title: B-3 EXHIBIT C TO STOCK OPTION GRANT NOTICE STOCK ASSIGNMENT Assignment Separate From Certif...icate [See instructions below] FOR VALUE RECEIVED I, _________, hereby sell, assign and transfer unto __________ the shares of the Common Stock of Adagio Therapeutics, Inc. registered in my name on the books of said corporation represented by Certificate No. ____ and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. This Assignment Separate from Certificate may be used only in accordance with the Stock Option Grant Notice and Stock Option Agreement between Adagio Therapeutics, Inc. and the undersigned dated , . Dated: , Signature: INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Company Repurchase Right, as set forth in the Stock Option Grant Notice and Stock Option Agreement, without requiring additional signatures on the part of Participant. C-1 EXHIBIT D TO STOCK OPTION GRANT NOTICE JOINT ESCROW INSTRUCTIONS , Secretary Adagio Therapeutics, Inc. As Escrow Agent for both Adagio Therapeutics, Inc. (the "Company") and the undersigned purchaser of stock of the Company (the "Participant"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Stock Option Grant Notice and Stock Option Agreement (the "Agreement") between the Company and the undersigned, in accordance with the following instructions: 1. In the event the Company or any entitled parties (referred to collectively for convenience herein as the "Company") exercises or is deemed to have exercised the Company Repurchase Right set forth in the Agreement, the Company shall give to Participant and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Participant and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. Participant does hereby irrevocably constitute and appoint you as Participant's attorney-in-fact and agent for the term of this escrow to execute, with respect to such securities, all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this Section 3 and to the terms of the Agreement, Participant shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you. Within thirty (30) days after Participant's Termination of Service (within the meaning of the Agreement), you will deliver to Participant a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not subject to repurchase by the Company or any other entitled parties pursuant to exercise of the Company Repurchase Right. D-1 5. If, at the time of termination of this escrow, you should have in your possession any documents, securities, or other property belonging to Participant, you shall deliver all of the same to Participant and shall be discharged of all further obligations hereunder. View More

Entire Agreement. This Amendment, the Equity Award Agreements and the Plan contain the entire understanding and agreement of the Company and Participant concerning the subject matter hereof, and collectively supersede any other agreement or understandings, written or oral, between the parties with respect thereto.

Entire Agreement. This Agreement constitutes the entire agreement between the Consultant and the Company with respect to its subject matter and supersedes all prior discussions and agreements relating to its subject matter.

Entire Agreement. This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. No prior agreement or understanding pertaining to the subject matter hereof (including, without limitation, any letter of intent executed prior to this Agreement) shall be valid or of any force or effect from and after the date hereof.

Entire Agreement. This First Amendment constitutes the entire and complete agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, statements, promises, understandings, arrangements, and commitments.

Entire Agreement. This Agreement, and those agreements which are expressly incorporated herein, sets forth the entire agreement between the Parties and supersedes any and all prior agreements or understandings, oral or written, between the Parties. The terms of this Agreement may not be modified other than in a writing signed by both Parties.

Entire Agreement. The Plan, this Agreement (including all Exhibits hereto) and any written employment agreement (including an offer letter) between Participant and the Company providing for acceleration of vesting of equity awards upon certain events constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to such subject matter.

Entire Agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover. In the event of any inconsistency between this Agreement and any documents referred to in it, the terms of this Agreement shall prevail.