Governing Law Contract Clauses (30,438)

Governing Law. This Restricted Share Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflict of laws. 4 13. Incorporation of Plan. The Plan is hereby incorporated by reference and made a part hereof, and the Restricted Shares and this Restricted Share Agreement shall be subject to all terms and conditions of the Plan.

Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Any legal proceeding arising out of this Plan or this Agreement shall be brought exclusively in the Federal o...r State courts located in the State of Delaware. The Participant agrees to submit to personal jurisdiction and to venue in those courts. The Participant further agrees to waive all legal challenges and defenses to the appropriateness of Delaware as the site of any such legal proceeding and to the application of the laws of the State of Delaware and any applicable Federal laws. View More

Governing Law. Illinois law, other than its conflict of laws principles, will govern interpretation, performance, and enforcement of this Agreement. 2 Sears Hometown and Outlet Stores, Inc. By: Philip Etter Vice President, Human Resources Grant Holder's Name: Grant Holder's Signature: 3 Sears Hometown and Outlet Stores, Inc. Supplement to Stock Units Agreement Name of Grant Holder: Grant Date: , 20 Number of Stock Units: Dear Grant Holder: I am pleased to inform you that Sears Hometown and Outlet Stores, (the ..."Company") has granted to you the number of Stock Units indicated above (the "Stock Units"). The Stock Units are granted to you pursuant, and subject, to the terms of (1) the Sears Hometown and Outlet Stores, Inc. Amended and Restated 2012 Stock Plan (the "Plan"), (2) the Stock Units Agreement between the Company and you (the "Stock Units Agreement"), and (3) this Supplement to Stock Units Agreement. This Supplement to Stock Units Agreement is a "Grant Supplement" referred to in the Stock Units Agreement. Unless the restrictions and forfeiture conditions expire earlier in accordance with section 3 of the Stock Units Agreement and subject to the sentences below following the table, the restrictions and forfeiture conditions imposed by the Stock Units Agreement will expire with respect to the Stock Units, and the Stock Units will vest in accordance with the following table. For each Stock Unit that vests, the Company will make a cash payment to you equal to the "Close/Last" price of the Company's common stock, $0.01 par value, on the Nasdaq Stock Market (or substitute or successor stock exchange) on the applicable Vesting Date. Percentage of Stock Units Vesting for each "Installment" Dates of Expiration of Restrictions and Forfeiture Conditions for each Installment (each a "Vesting Date") [Additional terms and conditions] Sears Hometown and Outlet Stores, Inc. By: Philip Etter Vice President, Human Resources EX-10.1 2 d332203dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Appendix 10.1 Sears Hometown and Outlet Stores, Inc. [Form of Stock Units Agreement] , 20 This is a Stock Units Agreement between Sears Hometown and Outlet Stores, Inc. (the "Company") and the individual who has executed this Stock Units Agreement following the words "Grant Holder's Signature" (the "Grant Holder"). The term "this Agreement" means collectively this Stock Units Agreement and each Grant Supplement (defined in section 1 of this Agreement) relating to this Agreement. Preliminary Statement This Agreement is made pursuant to the Company's Amended and Restated 2012 Stock Plan, as amended from time to time (the "Plan"). Capitalized terms used but not defined in this Agreement are defined in the Plan. Terms and Conditions The Company and the Grant Holder agree as follows: 1. Stock Unit Grants. This Agreement is a "Stock Agreement" referred to in Section 2.20 of the Plan. For each of the Company's Stock Unit grants to the Grant Holder pursuant to the Plan, each of this Agreement, the Plan, and each Grant Supplement to this Agreement (which Supplement need not be signed by the Grant Holder), will govern unless the Stock Unit grant is subject to a separate stock units agreement between the Company and the Grant Holder (a "Separate Agreement"). The Company's Stock Unit grants to the Grant Holder pursuant to the Plan, excluding those that are subject to a Separate Agreement, are together referred to in this Agreement as the "Stock Units." The Company will evidence each grant of Stock Units to the Grant Holder by an agreement entitled "Supplement to Stock Units Agreement" to be attached to this Agreement from time to time (each a "Grant Supplement" and together the "Grant Supplements"). Grant Supplements will indicate the number of Stock Units granted to the Grant Holder and the restrictions, forfeiture conditions, and other terms that are applicable to the Stock Units granted. This Agreement governs all Stock Units granted to the Grant Holder on or after the date of this Agreement. All Grant Supplements, whenever delivered to the Grant Holder, are incorporated into and form a part of this Agreement. View More

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware as such laws are applied to contracts entered into and performed in such jurisdiction, without giving effect to principles of conflicts of laws.

Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of New York, without giving effect to the principles of conflict of laws of such State. Each party consents to non-exclusive jurisdiction of any New York state or federal court for purposes of any action, suit or proceeding hereunder, waives any objection to venue therein or any defense based on forum non conveniens or similar theorie...s and agrees that service of process may be effected in any such action, suit or proceeding by notice given in accordance with Section 13. View More

Governing Law. This Agreement shall be governed by the laws of the State of Ohio except to the extent superseded by federal law.

Governing Law. This Agreement shall become valid when executed and accepted by Company. This Agreement shall be construed in accordance with the laws of the State of Florida, without an application of the principles of conflicts of laws. Anything in this Agreement to the contrary notwithstanding, the Advisor shall conduct the Advisor's business in a lawful manner and faithfully comply with applicable laws or regulations of the state, city or other political subdivision in which the Advisor is located.

Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Missouri, without regard to its principles of conflict of laws.

Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT (INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 8 11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTI...ON OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN (IN EACH CASE, WHETHER FOR CLAIMS SOUNDING IN CONTRACT OR IN TORT). View More

Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws provisions. 3 15. TRUTH IN LEASING STATEMENT LESSOR CERTIFIES THAT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS LEASE, THE AIRCRAFT, A BOMBARIDER BD100-1A10, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N550FX, AND A CHALLENGER 300, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N535FX, HAVE ...EACH BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE, LESSOR IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE. AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE. THE "INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS" ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE. View More