Governing Law Contract Clauses (30,438)

Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws and principles of the State of Delaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

Governing Law. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Washington.

Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Amendment shall not be interpreted or construed with any presumption against the party causing this Amendment to be drafted.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 7 14. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

Governing Law. This Note is to be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflict of laws.

Governing Law. This Letter of Intent shall be governed by, and construed in accordance with the laws of Nebraska without regard to the principles of conflicts of laws applied thereby, and shall supersede any and all prior written or oral agreements between the parties hereto. No change, modification, alteration, or addition to any provision of this Letter of Intent shall be binding unless in writing and signed by an authorized representative of each of the parties hereto.

Governing Law. This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of Bermuda without reference to the principles of conflict of laws. Except as otherwise specifically provided in this Agreement, no waiver by either party hereto of any breach by the other party of any condition or provision of the Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar provision or condition at the same or any prior... or subsequent time. View More

Governing Law. The interpretation, performance and enforcement of this Grant Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of laws. The Holder may only exercise his or her rights in respect of the Plan or the Program to the extent that it would be lawful to do so. 5 Performance Goals for the January 1, 2016 –December 31, 2016 Performance PeriodFor 2016 Senior Executive Performance Share Program Under the Ellie Mae, Inc. 2011 Equity Incentive Award Pl...an 1. Definitions. Unless otherwise defined herein, all accounting terms shall be construed in accordance with generally accepted accounting principles. Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan. The following words and phrases shall have the following meanings: "Achievement Percentage" shall be determined in accordance with the following table: Performance Period Revenue Growth Rate(1) 15%21%26%30%34%36%Number of Contracted SaaS Users (at end of Performance Period) ≥ 175,000 507090100125150 ≥ 185,000 6580100125145175≥192,5008090125135160190 ≥200,000 90100135150175200(1) Term is defined below. provided, that all Achievement Percentages greater than 50% shall, to the extent not specified on the chart, be prorated between the numbers appearing on the chart based on the Performance Period Revenue Growth Rate. By way of examples only, (i) if the Performance Period Revenue Growth Rate was 18% and the number of Contracted SaaS Users at the end of the Performance Period was 176,000, the Achievement Percentage would be 60%, and (ii) if the Performance Period Revenue Growth Rate was 28% and the number of Contracted SaaS Users was 195,000, the Achievement Percentage would be 130%. "Board" shall mean the Board of Directors of the Company. "Committee" shall mean the Compensation Committee of the Board. "Company" shall mean Ellie Mae, Inc. "Contracted SaaS Users" shall mean the number of SaaS seats booked by the Company (measured at the end of the period). "Determination Date" shall mean the date on which the Company first files its Annual Report on Form 10-K with the Securities & Exchange Commission for the year ended December 31, 2016. "Participant" shall mean an individual named on Appendix A. "Performance Period" shall mean the period of time commencing on January 1, 2016 and ending December 31, 2016. "Performance Period Revenue" shall mean the gross revenue of the Company for the Performance Period, rounded to the nearest thousand dollars, as calculated from the revenues of the Company reported 1 in the Company's financial statements included in the applicable periodic reports filed by the Company with the Securities and Exchange Commission."Performance Period Revenue Growth Rate" shall mean the percentage equal to the quotient of (x) the Performance Period Revenue divided by (y) the gross revenue of the Company for the year ended December 31, 2015 (rounded to the nearest thousand dollars, as calculated from the revenues of the Company reported in the Company's financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2015 filed by the Company with the Securities and Exchange Commission). "Performance Shares" shall mean Performance Awards granted under the Plan consisting of performance shares, each of which shall, upon vesting in accordance with Section 4, convert into that number of shares of Common Stock determined by multiplying such share times the Achievement Percentage. "Plan" means the Ellie Mae, Inc. 2011 Equity Incentive Award Plan. "Program" means the 2016 Senior Executive Performance Share Program adopted under the Plan. 2. Grant of Performance Shares. Each Participant specified in Appendix A is hereby granted a Performance Award consisting of that number of Performance Shares set forth in Appendix A subject to the terms and conditions set forth herein and in the form Performance Share Award Agreement for the Performance Period effective the date that these Performance Goals are approved by the Board. View More

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Wisconsin. * * * Effective this 17th day of September, 2015. EX-10.1 3 exh10_1.htm EXHIBIT 10.1 Exhibit 10.1 Amendment No. 3 of the EnSync, Inc. 2010 Omnibus Long-Term Incentive Plan (formerly the ZBB Energy Corporation 2010 Omnibus Long-Term Incentive Plan) This Amendment No. 3 (the "Amendment"), dated September 17, 2015, of the 2010 Omnibus Long-Term Incentive Plan (the "Existing Plan"; as amended her...eby, the "Plan"), of EnSync, Inc., a Wisconsin corporation (the "Company"), is made and adopted by the Company, subject to approval of the shareholders of the Company. Statement of Purpose The Existing Plan was originally approved by the Company's Board of Directors (the "Board") on August 26, 2010, and by its shareholders on November 10, 2010, and became effective on such date. The Existing Plan was previously amended pursuant to that certain Amendment No. 1, effective upon shareholder approval on November 7, 2012, and that certain Amendment No. 2, effective upon shareholder approval on September 17, 2014. The Board may amend the Existing Plan at any time, pursuant to and subject to Section 5.2 of the Existing Plan, contingent on approval by the shareholders of the Company, if shareholder approval is required by applicable securities exchange rules or applicable law. The Board has determined that it is advisable and in the best interest of the Company to amend the Existing Plan to increase the number of shares of the Company's common stock, par value $0.01, authorized for issuance under the Existing Plan by 5,000,000 shares. NOW, THEREFORE, the Existing Plan is hereby amended as follows, subject to approval by the shareholders of the Company: 1. Capitalized Terms. All capitalized terms used and not defined herein shall have the meanings given thereto in the Existing Plan. View More

Governing Law. This Instrument shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws thereof, except to the extent Texas law is preempted by federal law of the United States or by the laws of England and Wales.