Interpretation Contract Clauses (2,888)

Interpretation. The terms of the Plan shall be governed by the laws of the Commonwealth of Virginia, without regard to conflict of law provisions at any jurisdiction. The terms of this Plan are subject to all present and future regulations and rulings of the Secretary of the Treasury or his delegate relating to the qualification of Incentive Stock Options under the Code. If any provision of the Plan conflicts with any such regulation or ruling, then that provision of the Plan shall be void and of no effect.

Interpretation. The terms contained in this letter agreement are subject to interpretation under the laws of the State of California, without giving effect to that body of laws pertaining to conflict of laws, and can be amended only in writing and by joint agreement of both you and the Company. If any provision of this letter agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent p...ossible given the intent of the parties hereto. If such provision cannot be so enforced, such provision shall be stricken from this letter agreement and the remainder of this letter agreement shall be enforced as if such invalid, illegal or unenforceable provision had (to the extent not enforceable) never been contained in the letter agreement. This letter agreement constitutes the complete and exclusive understanding and agreement of you and the Company and supersedes all prior understanding and agreements, whether written or oral, with respect to the subject matter hereof. This letter agreement may be executed in counterparts, including by facsimile or electronic signature transmission, with the same force and effect as if each of the signatories had executed the same instrument. If the foregoing represents your understanding of your role as an advisor to the Company, please sign below and return the executed letter agreement to me. The enclosed copy is for your files. Once again, we appreciate your interest in Biond Photonics and look forward to a stimulating and mutually beneficial association with you. Very truly yours, Biond Photonics Inc. By: /s/ Jonathan Klamkin Name: Jonathan Klamkin Title: AGREED AND CONSENTED TO: /s/ Steven DenBaars [Signature] Steven DenBaars [Printed Name] 3 EXHIBIT A DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE: 18 U.S. Code Section 1833 provides as follows: Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. EX-10.11 7 ea148824ex10-11_aelumainc.htm ADVISORY AGREEMENT BETWEEN BIOND PHOTONICS, INC. AND MR. DENBAARS, DATED DECEMBER 31, 2020 Exhibit 10.11 BIOND PHOTONICS INC December 31, 2020 Steven B. DenBaars [Address] [Address] Re: Advisory Services to Biond Photonics Inc. Dear Steven: This letter agreement is to confirm our understanding with respect to your role as an advisor to Biond Photonics Inc. (the "Company"). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to advise the Company. The Company looks forward to a continued mutually beneficial association with you on the following terms: 1. Informal Management Consultations. From time to time, I and possibly other members of the Company's management may contact you informally to provide advice relating to the Company's business. You agree to be available to the Company's management for consultations by telephone, mail or in person, as your time and other business activities permit. You also agree to use reasonable efforts to attend meetings, if any, of the Company's advisors, which we anticipate will occur infrequently. View More

Interpretation. All determinations regarding the interpretation, construction, enforcement, waiver, or modification of this Award Agreement and/or the Plan shall be made in the Administrator's sole discretion and shall be final and binding. Determinations made under this Award Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.

Interpretation. This Agreement is intended to comply with Rule 16b-3 of the Exchange Act and the Committee shall interpret and administer the provisions of this Agreement in a manner consistent therewith. Any provision inconsistent with such rule shall be inoperative and shall not affect the validity of this Agreement. CVR Energy, Inc. Incentive Unit Award – Page 5 14. Modification or Termination of Agreement. This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be w...aived, but only by a written instrument executed by the parties hereto; provided, however, that the Company may modify or amend this Agreement without the written consent of the Grantee to the extent that such action (i) does not materially impair the Grantee's rights or (ii) is necessary for compliance with an applicable law, regulation or exchange requirement that impacts this Agreement. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at the time or at any prior or subsequent time. View More