Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement, together with any subsequent understanding or modifications thereof as agreed to in writing by the parties, contain all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersede all prior agreements, arrangements and communications between the parties concerning such subject matter, whether oral or written provided, however, that upon a Change in Control that occurs while Executive is employed by the Company or its affiliates, the ...CIC Agreement shall supersede this Agreement. Notwithstanding anything herein to the contrary, any period that Executive shall have served the Company, the Bank or any related entity as a consultant and not as an employee prior to the commencement of Executive's employment under this Agreement shall not be deemed service to the Company as an employee, and shall not be considered or included in any calculation or determination of time employed by the Company for purposes of this Agreement. View More

Entire Agreement. This Agreement represents the entire employment agreement between the parties regarding the subject matter hereof and together with Employer's employee handbook and Code of Business Conduct, governs the terms of Executive's employment. Where there is a conflict between this Agreement and the employee handbook or code, the terms of this Agreement shall govern. This Agreement supersedes any other prior oral or written employment agreement between the parties on the subject matter hereof.

Entire Agreement. This letter contains all of the terms of your employment with the Company and supersedes any prior understandings or agreements, whether oral or written, between you and the Company, except as documented in this letter. It is specifically understood and accepted that this letter supersedes all oral and written employment offers and agreements between you and the Company as well as all conflicting provisions of Company's human resources and other policies set by the Company. Notwithstanding the f...oregoing, your confidentiality and other restrictive covenant obligations, as set forth herein, are in addition to, and not in limitation or substitution of, any similar or related obligations under Company policy or applicable law you have. We hope that you find the foregoing terms acceptable. This offer, if not accepted, will expire at the dose of business (PST) on March 30, 2016. Please indicate your acceptance of our offer by signing one copy of this letter and returning to our US Headquarters at Modem Systems Corporation, 600 University St., Suite 2409, Seattle, WA 98101, or via email at dfrench@modemsystems.com. Should you have any questions, please don't hesitate to contact me. Yours Sincerely, Modsys International, Ltd. /s/ CARLA CORKERN By: CARLA CORKERN Title: CHAIR – COMPENSATION COMMITTEE I HAVE READ AND ACCEPT THIS EMPLOYMENT OFFER: /s/ Richard T. Chance Richard T. Chance Date: MARCH 29, 2016 5 EX-10.1 2 f8k032816ex10i_modsysintern.htm EMPLOYMENT AGREEMENT DATED MARCH 29, 2016 Exhibit 10.1 MODSYS INTERNATIONAL, LTD March 28, 2016 Richard Chance c/o Modern Systems Corporation 600 University St., Suite 2409 Seattle, WA 98101, Dear Richard, On behalf of the Board of Directors (the"Board") of ModSys International, Ltd, a company incorporated in Israel (the"Parent") and its subsidiaries including Modern Systems Corporation, a Delaware corporation ("MS-DEL"and collectively with the Parent, the"Company"), I am pleased to share the following terms for employment: 1. Position; Role. a. Officer Role. You will continue to serve in a full-time capacity as Director of Finance until April 15, 2016 and then as Chief Financial Officer for the Company. You will report to the Executive Chairman of the Board. By signing this letter, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company. You agree that to the best of your ability and experience you will at all times loyally and conscientiously perform all of the duties and obligations of your role which are required of you under this letter and to the reasonable satisfaction of the Company. View More

Entire Agreement. This Agreement takes effect in substitution of all previous agreements and arrangements whether written, oral or implied between the Company and the Executive relating to the employment of the Executive, without prejudice to any rights accrued to the Company or the Executive prior to the commencement of his employment under this Agreement.

Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant's interest except by means of a writing signed by the Company and Participant. PARTICIPANT ...AEHR TEST SYSTEMS ------------------------------------- ------------------------------------- Signature By ------------------------------------- ------------------------------------- Print Name Print Name Address ------------------------------------- ------------------------------------- Title ------------------------------------- EX-10.18 3 aehr_ex1018.htm FORM OF 2016 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Untitled Document Exhibit 10.18 AEHR TEST SYSTEMS, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan, as amended (the "Plan") shall have the same defined meanings in this Restricted Stock Unit Award Agreement and any appendices and exhibits attached thereto (all together, the "Award Agreement"). I. NOTICE OF GRANT OF RESTRICTED STOCK UNITS Name ("Participant"): «Name» Address: «Address» The undersigned Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Date of Grant: «GrantDate» Vesting Commencement Date: «VCD» Number of Restricted Stock Units: «Shares» Vesting Schedule: Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire any Shares hereunder will immediately terminate. II. AGREEMENT 1. Grant of Restricted Stock Units. The Company hereby grants to the individual (the "Participant") named in Part I of this Award Agreement (the "Notice of Grant") under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference. Subject to Section 19(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail. View More

Entire Agreement. This Agreement in combination with the Term Loan Agreement represents the entire agreement of the Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Parties relative to the subject matter hereof not expressly set forth or referred to herein or in the Term Loan Agreement.

Entire Agreement. This Agreement, together with the Plan, constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect to this transaction. -7- 28. Waiver; Cumulative Rights. The failure or delay of either party to require performance by the other party of any provision hereof shall not affect its right to require performance of such provision unless and until such performance has been waived in w...riting. Each and every right hereunder is cumulative and may be exercised in part or in whole from time to time. View More

Entire Agreement. This Agreement represents the entire agreement between the Depositors and the Underwriters about the preparation of the Prospectus, and the conduct of the offering of the Offered Notes and the purchase and sale of the Offered Notes.

Entire Agreement. This Agreement, together with any contemporaneous written agreements and prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Certificates, represents the entire agreement among the Company and the Underwriters with respect to the subject matter hereof. 27 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument will become a binding agreement be...tween the Company and each Underwriter in accordance with its terms. Very truly yours, AMERICAN AIRLINES, INC. By: /s/ Derek J. Kerr Name: Derek J. Kerr Title: Executive Vice President and Chief Financial Officer [Underwriting Agreement Signature Page] The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: CREDIT SUISSE SECURITIES (USA) LLC acting individually and as Representative of the Underwriters named in Schedule I hereto By: /s/ Thomas L. Smith Name: Thomas L. Smith Title: Managing Director [Underwriting Agreement Signature Page] CITIGROUP GLOBAL MARKETS INC. acting individually and as Representative of the Underwriters named in Schedule I hereto By: /s/ Thomas Bliemel Name: Thomas Bliemel Title: Managing Director [Underwriting Agreement Signature Page] DEUTSCHE BANK SECURITIES INC. acting individually and as Representative of the Underwriters named in Schedule I hereto By: /s/ Patrick M. Käufer Name: Patrick M. Käufer Title: Managing Director By: /s/ Ben-Zion Smilchensky Name: Ben-Zion Smilchensky Title: Managing Director [Underwriting Agreement Signature Page] SCHEDULE A to Underwriting Agreement Schedule of Issuer Free Writing Prospectuses 1. A first Issuer Free Writing Prospectus, dated January 4, 2017, containing the terms of the Certificates (substantially in the form of Schedule C hereto). View More

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.