Governing Law Contract Clauses (30,438)

Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of Illinois and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by, the laws of the State of Illinois without regard to any state's rules regarding conflict of laws. EMPLOYEE Christine R. Carsen 13 MattersightTM Confidential and Restricted © 2012 Mattersight Corporation EX-10.14 7 d444083dex1014.htm EX-10.14 EX-10.14 Exhibit 10.14 EXECUTIVE EMPLOYMENT AGR...EEMENT Mattersight Corporation (the "Company"), and Christine R. Carsen, an individual ("Employee"), enter into this Executive Employment Agreement ("Agreement") as of May 23, 2012. WHEREAS, the Company desires to continue to employ Employee to provide personal services to the Company and to continue to provide Employee with certain compensation and benefits in return for her services; and WHEREAS, Employee wishes to continue to be employed by the Company and to continue to provide personal services to the Company in return for certain compensation and benefits. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows: 1. Duties. The Company shall employ Employee as its Vice President General Counsel and Corporate Secretary, reporting directly to the Company's President and Chief Executive Officer, and Employee accepts such employment upon the terms and conditions herein. Employee shall have such responsibilities, duties, and authority in all material respects as are assigned to Employee as of the date hereof and such other responsibilities, duties, and authority as the President and Chief Executive Officer may reasonably designate and are customarily associated with her positions. (a) Outside Activities. During the term of employment, Employee shall perform faithfully the duties assigned to her to the best of her ability, and Employee shall devote her full and undivided business time and attention to the transaction of the Company's business. Except in conformity with the requirements with the Company's then-effective Code of Ethical Business Conduct, Employee will not during the term of this Agreement undertake or engage (other than as a passive investor) in any other employment, occupation, or business enterprise, whether as an agent, partner, proprietor, officer, director, employee, consultant, contractor, or otherwise, whether during or outside the business hours of the Company. Employee may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of her duties hereunder. (b) No Adverse Interests. Except as permitted by Section 9(c), during the term of employment, Employee agrees not to acquire, assume, or participate in, directly or indirectly, any position, investment, or interest that is known or should be known by her to be adverse or antagonistic to the Company, its business, or prospects, financial or otherwise. View More

Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state other than California.11. Miscellaneous. This Agreement, collectively with the Confidentiality Agreement, the Release of Claims and the agreements evidencing the outstanding equity awards, constitutes the enti...re agreement between the parties with regard to its subject matter and supersedes, in their entirety, any other agreements between Executive and the Company with regard to its subject matter. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by Executive and an authorized officer or director of the Company and recited that it is intended to modify this Agreement. This Agreement may be executed 5in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. View More

Governing Law. The laws of the State of Delaware shall govern the validity of this Amendment, the construction of its terms, and the interpretation of the rights and duties of the parties.

Governing Law. This agreement shall be governed under the laws of the State of Kansas.

Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Minnesota without regard to the choice of law principles thereof.

Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

Governing Law. The laws of the State of Florida govern the interpretation, validity and effect of this Agreement without regard to principles of conflicts of law, the place of execution or the place for performance thereof. The parties hereto hereby irrevocably and unconditionally each submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the State of Flori...da and its courts and the courts of the United States of America; consents that any such action or proceeding shall be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law. View More

Governing Law. The terms of this Plan and all agreements hereunder shall be governed by the laws of the State of Delaware, without regard to the State's conflict of laws rules. 13 EX-10.1 2 ater-ex101_19.htm EX-10.1 ater-ex101_19.htm Exhibit 10.1 ATERIAN, INC. 2022 INDUCEMENT EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals entering into em...ployment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares. Each Award under the Plan is intended to qualify as an employment inducement award under Nasdaq Listing Rule 5635(c)(4) (the "Inducement Listing Rule"). View More

Governing Law. This Joinder Agreement and any claim, controversy or dispute arising under or related to this Joinder Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed wholly within such State (including in respect of the statute of limitations or other limitations period applicable hereto), and without regard to the conflicts of laws principles thereof. Any suit brought hereon, whether in contract, tort, equity or ...otherwise, shall be brought in the exclusive jurisdiction and venue within the State of Delaware ("Delaware Courts"), and any appellate court from any decision thereof, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, consents to service of process in any manner prescribed in Section 12.06 of the Merger Agreement or in any other manner authorized by Delaware law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by applicable law. View More

Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Colorado. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of Colorado in any action to interpret or enforce this Agreement and irrevocably waives any objection to jurisdiction that such party may have based on inconvenience of forum.