General Contract Clauses (10,863)

General. 17.1JURY TRIAL WAIVER. 17.2Continuation of Employment. 17.3Headings. 17.4Entire Agreement. 17.5Assignment; Successors. 17.6Waiver. 17.7Withholding Taxes.

General. 10.1Governing Law and Venue. 10.2Notices. 10.4Survival of Obligations. 10.5Entire Agreement. 10.6Amendment and Waiver. 10.7Counterparts.

General. This offer letter, the Employment, Confidential Information and Invention Assignment Agreement, when signed by you, set forth the terms of your employment with SailPoint and supersedes all prior terms or discussions. This letter agreement can only be amended in writing, signed by you and an authorized officer of SailPoint. Your employment with SailPoint is at will and may be terminated by you or by SailPoint at any time and for any reason, with or without cause. No statement on this letter, any... SailPoint booklet, brochure, guideline, manual, policy or plan should be construed as creating an employment contract for any specific duration. If these terms are agreeable, please indicate your acceptance by signing this letter in the space provided below and returning it to me, along with your completed and signed Employee, Proprietary Information, and Invention Assignment Agreement. Matt, we look forward to welcoming you onto the SailPoint team. We are committed to continuing to build a great company. With your help, I am confident we will succeed. Sincerely, Mark McClain SailPoint Technologies, Inc. | www.sailpoint.com 11120 Four Points Drive| Austin, Texas 78726 | T 512.346.2000 CEO & Founder AGREED AND ACCEPTED: /s/ Matt Mills Matt Mills 8/21/2019 Date SailPoint Technologies, Inc. | www.sailpoint.com 11120 Four Points Drive| Austin, Texas 78726 | T 512.346.2000 EX-10.1 2 sail-ex101_195.htm EX-10.1 sail-ex101_195.htm Exhibit 10.1 August 19, 2019 Matt Mills Dear Matt: I am excited about the prospect of you joining SailPoint Technologies, Inc. ("SailPoint"). Your skills and abilities will be a great addition to the team and I look forward to working with you. This letter confirms the details of SailPoint's offer of employment, subject to the approval of the Board of Directors, with an anticipated start date of September 3, 2019. View More

General. A performance stock unit ("PSU") represents an unfunded and unsecured promise to deliver (or cause to be delivered) to you, subject to the terms of the Award Documentation, a minimum of zero (0) and up to a maximum of two (2) shares of Common Stock after vesting, depending on the achievement, as determined by the Compensation Committee of the Board of Directors of Marsh & McLennan Companies (the "Committee"), of the Company earnings per share performance factor (the "EPS Performance Factor")... and relative shareholder return modifier ("Relative TSR Modifier") performance objectives established by the Committee for the Performance Period (as defined in Section V.I.). In the event of your termination of employment or occurrence of your Permanent Disability (as defined in Section V.J.) prior to the PSU Scheduled Vesting Date (defined below), the number of shares of Common Stock deliverable in respect of a PSU shall be determined as provided in Sections III. and IV.A.3. View More

General. (a) The Notice of Grant shall be governed by and construed under the laws of the State of Michigan. (b) The Notice of Grant, including this Restricted Cash Retention Award Agreement and its Exhibits, represent the entire agreement between the parties with respect to the Restricted Award granted to the Participant. (c) Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of the Notice of Grant shall be in writing and... shall be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to (i) the Participant at the addresses set forth in the Notice of Grant or as the Participant may request by notifying the Company in writing and (ii) the Company at its corporate headquarters to the attention of its Chief Financial Officer. (d) The rights of the Company under the Notice of Grant shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company's successors and assignees. The rights and obligations of the Participant under the Notice and Agreement may only be assigned with the prior written consent of the Company. (e) Upon a request by the Company to the Participant, the Participant agrees to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of the Notice of Grant. (f) Participant acknowledges and agrees that the Restricted Award granted pursuant to the Notice of Grant shall be vested only by providing Continuous Service through the Vesting Date as an Employee. (g) If any term, provision, covenant, paragraph, or condition of this Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary so this Agreement shall otherwise remain enforceable in full force and effect. EXHIBIT A: TO THE 2020 NOTICE OF GRANT AND RESTRICTED CASH RETENTION AWARD AGREEMENT As a condition precedent to the Company granting you the Restricted Award, and in order to receive any cash payments pursuant to such grant, Participant must have complied with the following restrictive conditions, through and including the Vesting Date and any post-employment restrictions that are applicable. Any capitalized term in this Exhibit A that is not defined herein shall have the meaning set forth in the Notice of Grant and Restricted Cash Retention Award Agreement. View More

General. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience of the parties only and will not affect the construction or interpretation of this... Agreement. This Agreement may be amended or modified, and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representative. 32 19. Research Analyst Independence. The Company acknowledges that each Underwriter's research analysts and research departments are required to be independent from its investment banking division and are subject to certain regulations and internal policies, and that such Underwriter's research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the Offering that differ from the views of their investment banking division. The Company acknowledges that each Underwriter is a full service securities firm and as such from time to time, subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company; provided, however, that nothing in this Section 19 shall relieve any Underwriter of any responsibility or liability it may otherwise bear in connection with activities in violation of applicable securities laws, rules or regulations. View More

General. 1 2. Shares Subject to the Plan. 1 3. Eligibility and Limitations. 2 4. Options and Stock Appreciation Rights. 3 5. Awards Other Than Options and Stock Appreciation Rights. 6 6. Adjustments upon Changes in Common Stock; Other Corporate Events. 8 7. Administration. 10 8. Tax Withholding 12 9. Miscellaneous. 13 10. Covenants of the Company. 16 11. Additional Rules for Awards Subject to Section 409A. 16 12. Severability. 19 13. Termination of the Plan. 19 14. Definitions 20 i.

General. 4.1 The Company, hereby (i) acknowledges and agrees that all of its obligations under the RIPA and each other Transaction Document and under any other document or instrument executed and delivered or furnished in connection with such Transaction Documents are reaffirmed and remain in full force and effect on a continuous basis, including, for the avoidance of doubt, after giving effect to this Amendment, (ii) acknowledges, agrees and reaffirms that each Lien granted by it to Purchaser Agent... under the Transaction Documents for the ratable benefit of the Purchasers is and shall remain in full force and effect after giving effect to this Amendment and (iii) agrees that the Obligations secured by the Security Agreement and each other Transaction Document to which it is a party shall include all Obligations arising after giving effect to this Amendment. 4.2 (i) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any rights, power or remedy of the Purchasers or the Purchaser Agent under the RIPA or any other documents executed in connection with the RIPA or constitute a waiver of any provision of the RIPA or any other document executed in connection therewith and (ii) this Amendment shall not by implication, course of dealing or otherwise limit, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements in the Transaction Documents, in each case, except to the extent limited, modified, amended or affected by this Amendment. 4.3 Except as expressly modified by this Amendment, the terms and provisions of the RIPA shall remain unchanged and in full force and effect in accordance with its terms. 4.4 This Amendment shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the state of New York, without giving effect to the principles of conflicts of law thereof. 4.5 The provisions of Sections 8.02 (Notice), 8.07 (Entire Agreement), 8.08 (Amendments, No Waivers), 8.11 (Counterparts; Effectiveness), and 8.14(b) and (c) (Jurisdiction) of the RIPA are hereby incorporated by reference into this Amendment, mutatis mutandis. View More

General. 40.1 Captions. The captions and headings used in this Lease are for the purpose of convenience only and shall not be construed to limit or extend the meaning of any part of this Lease. 40.2 Executed Copy. This Lease may be executed in one or more counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. The parties agree to accept a digital image (including but not limited to an image in the form of a PDF, JPEG, GIF file, or other... e-signature) of this Lease, if applicable, reflecting the execution of one or both of the parties, as a true and correct original. Any fully executed copy of this Lease shall be deemed an original for all purposes. 40.3 Time. Time is of the essence for the performance of each term, condition and covenant of this Lease. 40.4 Separability. If one or more of the provisions contained herein, except for the payment of Rent, is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. 40.5 Choice of Law. This Lease shall be construed and enforced in accordance with the laws of the State of California. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either Landlord or Tenant. 40.6 Terminology. When the context of this Lease requires, the neuter gender includes the masculine, the feminine, a partnership or corporation or joint venture, and the singular includes the plural. 40.7 Binding Effect. The covenants and agreement contained in this Lease shall be binding on the parties hereto and on their respective successors and assigns to the extent this Lease is assignable. 40.8 Waiver. The waiver by Landlord or Tenant of any breach of any term, condition or covenant, of this Lease shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other term, condition or covenant of this Lease. The subsequent acceptance of Rent hereunder by Landlord or payment of Rent hereunder by Tenant shall not be deemed to be a waiver of any preceding breach at the time of acceptance or making of such payment other than with respect to the Rent so accepted. No covenant, term or condition of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by Landlord or Tenant as applicable. -28- 40.9 Entire Agreement. This Lease constitutes the entire agreement between the parties, and there are no agreements or representations between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and signed by the parties hereto. 40.10 Authority. Landlord represents that it holds legal title to the Premises and has the right to enter into this Lease. If Tenant or Landlord is a corporation, limited liability company or a partnership, each individual executing this Lease on behalf of said corporation, limited liability company or partnership, as the case may be, represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said entity in accordance with its corporate bylaws, operating agreement, statement of partnership or certificate of limited partnership, as the case may be, and that this Lease is binding upon said entity in accordance with its terms. 40.11 Exhibits. All exhibits, amendments, riders and addenda attached hereto are hereby incorporated herein and made a part hereof. View More

General. 20.1 Assignment. Neither party may assign or transfer this Agreement or delegate its obligations hereunder, in whole or in part, without the prior written consent of the other party. The foregoing notwithstanding, either party may, without consent, assign this Agreement, in whole or in part, to any of its Affiliates or to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise), provided... that such successor or assignee agrees in writing to assume all of Supplier's obligations under this Agreement. In the event Supplier is acquired by any entity set forth on Exhibit B to this Agreement that at the time of such acquisition is a direct competitor of Cisco with respect to a Product, and Cisco declines to enter into a business relationship with such competitor, Cisco shall be entitled to terminate this Agreement for convenience. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. Any attempt to assign or transfer or delegate without such consent is void. 20.2 Notices. All notices will be delivered via express courier, via registered or certified mail, or via fax if confirmed by registered or certified mail, to the following addresses: Cisco Systems, Inc.Acacia Communications, Inc.170 West Tasman Drive3 Mill and Main Place, Suite 400San Jose, CA 95134 Maynard, MA 01754Attn: V.P., Supply Chain OperationsAttn: John LoMedico, VP Sales and Business DevelopmentCopy to General Counsel Copy to General Counsel[at the same address as listed above] [at the same address listed above] 20.3 Governing Law. This Agreement will be governed by New York law, without regard to its principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The state and/or federal courts residing in New York County, New York shall have exclusive jurisdiction over any dispute or claim arising out of this Agreement. 20.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original and together which shall constitute one and the same instrument. 20.5 Entire Agreement. This Agreement, together with any Exhibits, schedules, attachments and information, policies, and documents incorporated herein , contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements between the parties regarding the subject matter. View More