Entire Agreement Contract Clauses (18,614)

Entire Agreement. This Agreement represents the entire agreement between the Company and BAML with respect to the preparation of the Registration Statement, the General Disclosure Package or the Prospectus, the conduct of the offering and the sale and distribution of the Shares.

Entire Agreement. This Restricted Stock Unit Agreement, the Grant Notice and the Plan constitute the entire understanding between the Participant and the Company regarding the Restricted Stock Units. This Restricted Stock Unit Agreement, the Grant Notice and the Plan supersede any prior agreements, commitments or negotiations concerning the Restricted Stock Units. 5 EX-10.49 9 d655309dex1049.htm EX-10.49 EX-10.49 Exhibit 10.49 Non-Employee Directors RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE CATALENT, INC. 2014... OMNIBUS INCENTIVE PLAN Catalent, Inc. (the "Company"), pursuant to its 2014 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant) and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Date of Grant] Number of Restricted Stock Units: [Insert No. of Restricted Stock Units Granted], subject to adjustment as set forth in the Plan. Vesting Schedule: Provided the Participant has not incurred a Termination on or prior to the Vesting Date (as defined below), 100% of the Restricted Stock Units will vest on the first anniversary of the Date of Grant (the "Vesting Date") and upon the Vesting Date, the Restricted Period shall expire. Notwithstanding the foregoing, in the event of a Change in Control prior to the Termination Date (as defined in the Restricted Stock Unit Agreement), the Restricted Stock Units, to the extent not then vested or previously forfeited or cancelled, shall become fully vested and the Restricted Period shall expire. * * * THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. This Restricted Stock Unit Grant Notice may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. CATALENT, INC. PARTICIPANT1 By: Title: 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 2 RESTRICTED STOCK UNIT AGREEMENT UNDER THE CATALENT, INC. 2014 OMNIBUS INCENTIVE PLAN Pursuant to the Restricted Stock Unit Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Catalent, Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), Catalent, Inc. (the "Company") and the Participant agree as follows. View More

Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters referred to herein, and no other agreement, verbal or otherwise, shall be binding as between the parties unless it shall be in writing and signed by the party against whom enforcement is sought.

Entire Agreement. With the exception of any contract of employment applicable to the Participant with respect Section 6, the Plan and this Award Agreement (including the Notice of RSU attached hereto) 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 the Participant with respect to the subject matter hereof. Any modification of this Award Agreement must be in writing signed by the Compan...y. Decisions of the Committee with respect to the administration and interpretation of the Plan and this Award Agreement will be final, conclusive and binding on all persons. View More

Entire Agreement. This Agreement contains and comprises the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all previous covenants and agreements of any kind between the Parties with respect to such subject matter. The Parties also agree that the terms of this Agreement shall not be amended or changed except in writing and signed by a duly authorized representative of each Party. The Parties further agree that this Agreement shall be binding on and i...nure to the benefit of each Party, their successors and assigns. View More

Entire Agreement. This Agreement, together with the Warrants, the Common Stock Put Agreement and any related exhibits and schedules thereto, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement an...d those of the Warrants, the terms and conditions of this Agreement shall control. View More

Entire Agreement. This Agreement is the entire agreement between the Parties. This Agreement supersedes any and all prior agreements and cannot be modified except in writing signed by the parties.

Entire Agreement. This Agreement: (a) supersedes all other understandings and agreements, oral or written, between the parties with respect to the subject matter of this Agreement; and (b) constitutes the sole agreement between the parties with respect to this subject matter; provided, however, that the benefit plans and arrangements referred to in this Agreement are not superseded or replaced unless this Agreement specifically so states and such benefit plans and arrangements may be set forth in separate plan do...cuments stating their terms. 22 18. Construction. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. View More

Entire Agreement. The Distribution Agreement, this Agreement, the Billing and Remittance Agreement, and the Schedules and Exhibits hereto and thereto collectively represent the entire understanding and agreement of the Parties with respect to the subject matter of this Agreement. Each Party hereby represents, acknowledges and agrees that it has not relied on any representation, warranty, covenant, understanding, agreement, written or oral, discussion, or negotiation not expressly contained herein or in the Distri...bution Agreement in entering into this Agreement. View More

Entire Agreement. This Grant, the Plan, country addendums and the rules and procedures adopted by the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the Grantee. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended. (3) EX-...10.A 2 exhibit10a.htm EXHIBIT 10(A) exhibit10a.htm Exhibit 10(a) Restricted Stock Unit Grant Agreement Annual Grants 1. Grant. The Management Development and Compensation Committee ("Committee") of the Board of Directors of General Electric Company ("Company") has granted Restricted Stock Units, from time to time with Dividend Equivalents as the Committee may determine ("RSUs"), to the individual named in this Grant Agreement ("Grantee"). Each RSU entitles the Grantee to receive from the Company (i) one share of General Electric Company common stock, par value $0.06 per share ("Common Stock") for which the restrictions set forth in paragraph 3 lapse in accordance with their terms, and (ii) cash payments based on dividends paid to shareholders as set forth in paragraph 2, each in accordance with the terms of this Grant, the GE 2007 Long Term Incentive Plan ("Plan"), country addendums and any rules and procedures adopted by the Committee. View More