General Provisions Contract Clauses (6,109)

General Provisions. (a) Withholding of Taxes; 409A. The Company shall have the right to withhold the amount of taxes, which it determines is required to be withheld under law with respect to any amount payable under this STIP. For US employees, each bonus under the STIP is intended to be treated as a short-term deferral for purposes of Section 409A of the United States Internal Revenue Code of 1986, as amended, and the STIP shall be interpreted in a manner consistent with such intent. For employees with vesting Per...formance Shares, the Company shall withhold shares from each Participant to cover the income tax due at the time of the share vesting. (b) No Prior Right or Offer. Except and until expressly granted pursuant to the STIP, nothing in this STIP shall be deemed to give any Employee any contractual or other right to participate in the benefits of the STIP. No award to any such Participant in any Plan period shall be deemed to create a right to receive any award or to participate in the benefits of the STIP in any subsequent year. View More

General Provisions. The terms and provisions of Sections 22 through 30 (inclusive) of the Advisory Agreement are hereby incorporated by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment No. 4.

General Provisions. 7.1 Successors and Assigns. 7.3 Interpretation; Construction. 7.4 Governing Law and Venue. 7.5 Notices. 7.6 Survival. 7.7 Entire Agreement. 7.8 Code Section 409A. 7.9 Consultation with Legal and Financial Advisors. 7.10 Counterparts.

General Provisions. (a)Unfunded Plan. The Corporation's obligation to make payment under the Plan shall be contractual only and all payments hereunder shall be made by the Corporation from its general assets at the time and in the manner provided for in the Plan. No funds, securities or other property of any nature shall be segregated or earmarked for any current or former Participant, beneficiary or other person, and his or her sole right is as a general creditor of the Corporation with an unsecured claim against ...its general assets. (b)Non-Alienation of Benefits. Neither a Participant nor any other person shall have any rights to sell, assign, transfer, pledge, anticipate, or otherwise encumber the amounts, if any, payable under the Plan to the Participant or any other person. Any attempted sale, assignment, transfer or pledge shall be null and void and without any legal effect. No part of the amounts payable under the Plan shall be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency. (c)Section 409A. Notwithstanding any provision of the Plan to the contrary, the Plan will be construed, administered or deemed amended as necessary to comply with the requirements of Section 409A to avoid taxation under Section 409A to the extent Section 409A applies to the Plan. Each payment and benefit hereunder shall constitute a "separately identified" amount within the meaning of Treasury Regulation §1.409-2(b)(2). The Committee, in its sole discretion shall determine the requirements of Section 409A that are applicable to the Plan and shall interpret the terms of the Plan in a manner consistent therewith. Under no circumstances, however, shall the Corporation or any affiliate or any of its or their employees, officers, directors, service providers or agents have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Section 409A. (d)No Stockholder Rights. Neither the Participant nor any other person shall have any rights as a stockholder of the Corporation with respect to the Deferred Stock Units credited to the Participant's Account until the shares of Common Stock are issued to the Participant (or the beneficiary of the Participant). (e)Severability. If any provision of the Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be enforced as if the invalid provisions had never been set forth therein. (f)Successors in Interest. The obligation of the Corporation under the Plan shall be binding upon any successor or successors of the Corporation, whether by merger, consolidation, sale of assets or otherwise, and for this purpose reference herein to the Corporation shall be deemed to include any such successor or successors. 3 (g)Governing Law; Interpretation. The Plan shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to principles of conflict of laws. 4 EX-10.14 3 mpmcexhibit1014123120.htm EX-10.14 DocumentExhibit 10.14MP MATERIALS CORP.2021 DIRECTOR DEFERRED COMPENSATION PLAN1. Purpose. The purpose of the MP Materials Corp. 2021 Director Deferred Compensation Plan is to provide eligible members of the Board of Directors of MP Materials Corp., a Delaware corporation (the "Corporation"), with the opportunity to elect to defer all or a portion of the cash retainer fees otherwise payable to them by the Corporation into deferred stock units. This Plan is effective for compensation earned during calendar years beginning on or after January 1, 2021. View More

General Provisions. (a) This Agreement shall be binding upon and inure to the benefit of the parties to the Loan Agreement and their respective successors and assigns. (b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by the other party thereto eith...er in the form of an executed original or an executed original sent by facsimile or electronic transmission to be followed promptly by mailing of a hard copy original, and that receipt by Administrative Agent of an electronically, telecopier facsimile or other portable document format purportedly bearing the signature of Borrowers and shall bind Borrowers with the same force and effect as the delivery of a hard copy original. (c) This Agreement contains the entire and exclusive agreement of the parties to the Loan Agreement with reference to the matters discussed herein. This Agreement supersedes all prior drafts and communications with respect hereto. This Agreement may not be amended except in accordance with the provisions of the Loan Agreement. (d) Article X of the Existing Loan Agreement (except Section 10.14 thereof) is incorporated herein by this reference and made applicable as if set forth herein in full, mutatis mutandis. [Remainder of page intentionally left blank.] View More

General Provisions. 4.1The Agreement is hereby amended only to the extent necessary to give full effect to this Extension. 4.2This Extension may be executed in any number of counterparts, including in facsimile and scanned format, each of which shall be deemed an original and enforceable against the Party actually executing such counterpart and all of which together shall constitute one and the same instrument. 4.3Section 10(c) of the Agreement shall be hereby amended to provide that any notices sent or delivered t...o the Borrower shall also be sent or delivered to Mark Cohen, Pearl Cohen Zedek Latzer Baratz LLP, Times Square Tower, 7 Times Square, New York, NY 10036 (which delivery shall not constitute notice). View More

General Provisions. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. (b) This Agreement sets forth the complete and entire understanding of the parties hereto, and supersedes any prior agreement, with respect to the subject matter hereof and may not be modified, amended, or otherwise altered except in writing executed by the parties. (c) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken ...together shall constitute one and the same instrument. View More

General Provisions. Each reference in the BCA to "this Agreement," "hereof," "herein" and "hereunder" and words of similar import referring to the BCA shall mean and be a reference to the BCA as amended by this Amendment. Nothing herein shall be deemed to create new rights or obligations not expressly enumerated in this Amendment. Except as expressly amended hereby, each term and provision of the BCA remains in full force and effect. This Amendment may not be amended except by an instrument in writing signed by eac...h of the parties hereto. This Amendment may be executed in one or more counterparts, and any of the parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by .pdf, .tif, .gif or similar attachment to electronic mail shall be as effective as delivery of a manually executed counterpart to this Amendment. View More

General Provisions. (a) Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and the transactions contemplated herein and supersedes all prior understandings and agreements (oral and written) of the parties with respect to the subject matter hereof. (b) Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of t...his Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. (c) Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in that State. Venue of any action arising out of this Agreement shall lie exclusively in Clark County, Nevada. (d) Further Actions. Assignor agrees to execute such addition documents, stock powers and letters of direction as may be necessary to affect the assignment contemplated hereby. View More

General Provisions. (a) Heirs, Successors and Assigns. The terms of this Agreement will be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. (b) Final Agreement. This Agreement represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings, written or oral. The terms of this Agreement may be changed, modified or discharged only by an instrument in writing signed by the parties hereto. (c...) Governing Law. This Agreement will be construed, enforced and interpreted in accordance with and governed by the laws of the State of New York, without reference to its principles of conflicts of law. (d) Counterparts. This Agreement may be executed in one or more counterparts, each of which counterpart, when so executed and delivered, will be deemed an original and all of which counterparts, taken together, will constitute but one and the same agreement. (e) Severability. Any term or provision of this Agreement which is held to be invalid or unenforceable will be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. View More