Miscellaneous Contract Clauses (41,182)

Miscellaneous. 9.1 Independent Contractor; Taxes. a. Independent Contractor. All Consulting Services will be rendered by Consultant as an independent contractor and this Agreement does not create an employer-employee relationship between BIND and Consultant. Consultant will have no rights to receive any employee benefits, such as health and accident insurance, sick leave or vacation which are accorded to regular BIND employees. Consultant will not in any way represent himself to be an employee, partner, joint ...venturer, agent or officer with or of BIND. b. Taxes. Consultant will pay all required taxes on Consultant's income from BIND under this Agreement. Consultant will provide BIND with Consultant's taxpayer identification number or social security number, as applicable. 9.2 Use of Name. Consultant consents to the use by BIND of Consultant's name and likeness in written materials and oral presentations to current or prospective customers, partners, investors or others, provided that the materials or presentations accurately describe the nature of Consultant's relationship with or contribution to BIND. 9.3 Notice. All notices must be written and sent to the address or facsimile number identified in this Agreement or a subsequent notice. All notices must be given (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered by the methods under (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or as stated in the notice. Notices to BIND must be marked "Attention: Chief Executive Officer." 9.4 Assignment. This Agreement is a personal services agreement, and the rights and obligations hereunder, may not be assigned or transferred by either party without the prior written consent of the other party, except that BIND may assign this Agreement, in whole or in part, to an affiliated company or in connection with the merger, consolidation, sale or transfer of all or substantially all of the business to which this Agreement relates. Page 4 of 4 9.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to its subject matter. The parties acknowledge Consultant is under additional continuing obligations (such as confidentiality, assignment of inventions, and non-competition) through Consultant's employment agreement with BIND. 9.6 No Modification. This Agreement may be changed only by a writing signed by both parties. 9.7 Severability. Each provision in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable as a result of any other provision(s) being held to be invalid or unenforceable in whole or in part. If any provision of this Agreement is invalid, unenforceable or too broad, that provision will be appropriately limited and reformed to the maximum extent permitted by applicable law. 9.8 Applicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, U.S.A., without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. BIND Therapeutics, Inc. By /s/ Scott Minick duly authorized Print Name Scott Minick Title President & CEO CONSULTANT: /s/ Gregory Berk duly authorized Print Name Gregory Berk, MD Date 1-13-2014 Address Telephone Facsimile Tax ID or SS No. : (required for payment) BUSINESS TERMS EXHIBIT Consulting Agreement with Gregory Berk 1. Consulting Services: Consultant shall provide advice and services relating to BIND-014 and clinical development. Consultant shall provide one half day of services per week to BIND. Such services shall be at the direction of BIND. View More

Miscellaneous. This Agreement is awarded pursuant to and is subject to all of the provisions of the Plan, including amendments to the Plan, if any. In the event of a conflict between this Agreement and the Plan provisions, the Plan provisions will control. The term "you" and "your" refer to the Grantee named in this Agreement. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan. This Agreement shall be binding on all successors and assigns of the Company. In... accepting the award of Performance Units set forth in this Agreement you accept and agree to be bound by all the terms and conditions of the Plan and this Agreement. QUANEX BUILDING PRODUCTS CORPORATION [Name and Title of Executing Officer] Section 16 Officer 8 EX-10.18 19 d716408dex1018.htm EX-10.18 EX-10.18 EXHIBIT 10.18 QUANEX BUILDING PRODUCTS CORPORATION SECTION 16 OFFICER STOCK AND/OR CASH SETTLED PERFORMANCE UNIT AWARD AGREEMENT [GRANTEE NAME] Grantee Date of Award: << >> Number of Performance Units Granted: << >> Target Value of Performance Units: << >> AWARD OF PERFORMANCE UNITS 1. GRANT OF PERFORMANCE UNITS. The Compensation Committee (the "Committee") of the Board of Directors of Quanex Building Products Corporation, a Delaware corporation (the "Company"), subject to the terms and provisions of the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended (the "Plan"), hereby awards to you, the above-named Grantee, effective as of the Date of Award set forth above, the number of Performance Units set forth above in accordance with the formulas below, on the terms and conditions set forth in this Performance Unit Award Agreement (this "Agreement"). Each Performance Unit provides you an opportunity to receive shares of the Company's common stock, $0.01 par value per share (the "Common Stock") and/or to earn a cash payment based upon attainment of the Performance Goals during the Performance Period. For purposes of this Agreement, the term "Performance Period" means the [ ]-year period beginning [ ], and ending [ ] (the "Ending Date") and the term "Performance Goals" means the attainment of the following goals: [Performance Goal A]1 [Performance Goal B] Maximum Milestone [ ] [ ] Target Milestone [ ] [ ] Threshold Milestone [ ] [ ] This Award shall "vest" on the date on which the Committee certifies that the Performance Goals have been satisfied or, if earlier, on the date you are otherwise entitled to receive a payment under Section 5 of this Agreement. The Target Value of each Performance Unit shall be equal to $[ ]. 1 This chart, and the use of the terms "Performance Goal A" and "Performance Goal B" throughout this model form, are for illustration purposes only. The number of separate performance goals to be used, the values and milestones attributable to each performance goal, and the specific performance criteria underlying each performance goal, will be determined by the Committee in connection with each grant of Performance Units. Section 16 Officer 2. AWARD MODIFIER. The value of the Performance Units granted hereby shall be the Target Value set forth above multiplied by the award modifier set forth below (the "Award Modifier"). For purposes of this Agreement, this value shall be referred to as the "Vested Value". [Performance Goal A] [ ]% of the Award Modifier will be determined based on [Performance Goal A]. The following table shows the requisite performance for this portion of the Award. [Performance Goal A] Award Modifier Maximum Milestone [ ] [ ]% Target Milestone [ ] [ ]% Threshold Milestone [ ] [ ]% Performance below the threshold milestone will result in 0% Award Modifier for this portion of the award. The Award Modifier will be interpolated for performance between threshold and target milestones, and target and threshold milestone. [Performance Goal B] The final [ ]% of the Award Modifier will be determined based on [Performance Goal B]. The following table shows the requisite performance for this portion of the Award. [Performance Goal B] Award Modifier Maximum Milestone [ ] [ ]% Target Milestone [ ] [ ]% Threshold Milestone [ ] [ ]% The Committee's determinations with respect to the Performance Period for purposes of this Agreement shall be binding upon all persons. The Committee may decrease, but may not increase the amount payable under this Agreement. View More

Miscellaneous. Entire Agreement; Confirmation of Agreement. Except as specifically otherwise amended as set forth herein, the Agreement shall continue in full force and effect. 2.2. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures of the parties hereto will have the same effect as original signatures. In making proof of this Second Amendment, it sh...all not be necessary to produce or account for more than one such counterpart. View More

Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o Barclays Capital Inc., 745 7th Avenue, 5th Floor, New York, NY 10019, Attention: Syndicate Registration (fax no. 646-834-8133), Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, Attention: General Coun...sel (fax no. 1-646-291-1469), Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Registration Department, and RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, NY 10281, Attention: Transaction Management Group (fax no. (212) 428-6308). Notices to any Partnership Party shall be given to it at 2331 CityWest Boulevard, Houston, Texas 77042; Attention: General Partner. (b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof. (c) Submission to Jurisdiction. Except as set forth below, no claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have jurisdiction over the adjudication of such matters, and the Partnership Parties each consent to the jurisdiction of such courts and personal service with respect thereto. The Partnership Parties hereby consent to personal jurisdiction, service and venue in any court in which any claim arising out of or in any way relating to this Agreement is brought by any third party against any Underwriter or any indemnified party. Each Underwriter and each of the Partnership Parties (on its behalf and, to the extent permitted by applicable law, on behalf of its securityholders and affiliates) waive all right to trial by jury in any action, 27 proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. The Partnership Parties each agree that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon each such Partnership Party and may be enforced in any other courts the jurisdiction of which each such Partnership Party is or may be subject, by suit upon such judgment. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent to or approval of any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. View More

Miscellaneous. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified other than by written instrument executed by the parties.

Miscellaneous. a. Notices. When any notice is required or authorized hereunder, such notice shall be given in writing and shall be deemed effectively given:(i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five days after having been sent by registered or certified mail (or regular mail if registered or certified mail is unavailable ...in the country of the recipient), (iv) if sent within the U.S., one business day after deposit with a recognized overnight courier, specifying next business day delivery, with written verification of receipt or (v) if sent from the U.S. to an address outside the U.S. or if sent from outside the U.S. to an address within the U.S., five business days after deposit with an internationally recognized courier service if, specifying that delivery be made within five business days with written verification of receipt. All notices and other communications shall be sent if sent to the Investor, to the address, fax number or email address of the Investor set forth on the signature page to this Agreement, as it may subsequently change on EuroSite's books by notice from the Investor; and If to EuroSite, to: EuroSite Power Inc. 45 First Avenue Waltham, MA 02451 Attention: Chief Financial Officer Fax No. : (781) 622-1027 Phone No. : (781) 622-1117 With a copy to: Sullivan & Worcester LLP One Post Office Square Boston, MA 02109 Attention: Edwin L. Miller, Jr. Fax No. : (617) 338-2880 Phone No. : (617) 338-2800 Such notices or communications shall be effective when received. If a notice or communication to Investor is sent in the manner provided above, it is duly given, whether or not the addressee receives it. EuroSite by notice to the Investor may designate additional or different addresses for subsequent notices or communications. b. Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, successors and assignees of the Investor. c. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York and, to the extent it involves any United States federal statute or regulations, in accordance therewith. 2 d. Consent to Jurisdiction. The parties hereby consent and submit to the exclusive jurisdiction of the state and federal courts in New York City with respect to all disputes arising in connection with this transaction. e. Survival of Representations. The parties agree that all of the warranties, representations, acknowledgments, confirmations, covenants and promises made in this Agreement shall survive its execution and delivery. f. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original and which, taken together, shall form one and the same agreement. Execution and delivery of this Agreement may be evidenced by faxed signatures or by a PDF of the executed document sent by email. g. Integration. This Agreement is the complete and exclusive agreement between the parties with regard to the subject matter hereof and supersedes any and all prior discussions, negotiations and memoranda related hereto. _________________ The Investor, EuroSite and ADG hereby execute this Agreement as of the date set forth below. View More

Miscellaneous. Except as otherwise provided in Sections 5 and 12 hereof, notice given pursuant to any of the provisions of this Agreement shall be in writing and shall be delivered by mail or facsimile transmission as follows: (i) to the Partnership: Kimbell Royalty Partners, LP 777 Taylor Street, Suite 810 Fort Worth, Texas 76102 Attention: R. Davis Ravnaas with a copy (which shall not constitute notice) to: Baker Botts L.L.P. 33 910 Louisiana Street Houston, Texas 77002 Attention: Joshua Davidson Jason A. Ro...cha Facsimile: (713) 229-2727 (713) 229-2858 (ii) to the Underwriters: Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Attention: IBCM-Legal Facsimile: (213) 325-4296 with a copy (which shall not constitute notice) to: Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 Attention: J. Michael Chambers John M. Greer Facsimile: (713) 546-5401 This Agreement shall be binding upon, and shall inure solely for the benefit of the several Underwriters, the Partnership Parties and the directors and officers of the General Partner and each person who controls any of the Partnership Parties or any Underwriters, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Units from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. View More

Miscellaneous. (a) Limitation of Rights. The granting of the Award and the execution of the Agreement shall not give Employee any rights to (1) similar grants in future years, (2) any right to be retained in the employ or service of the Company or any of its affiliates or subsidiaries, or (3) interfere in any way with the right of the Company or its affiliates or subsidiaries to terminate Employee's employment or services at any time. (b) Interpretation. Employee accepts this Award subject to all the terms and... provisions of the Plan and this Agreement. The undersigned Employee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan and this Agreement. 3 (c) Shareholder Rights. Neither Employee nor Employee's Beneficiary shall have any of the rights of a shareholder with respect to any shares of Common Stock issuable upon vesting of any portion this Award, including, without limitation, a right to cash dividends or a right to vote, until (i) such portion of the Award is vested, and (ii) such shares have been delivered and issued to Employee or Employee's Beneficiary pursuant to Section 4 of this Agreement. (d) Severability. If any term, provision, covenant or restriction contained in the Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. (e) Controlling Law. The Agreement is being made in Texas and shall be construed and enforced in accordance with the laws of that state. (f) Construction. The Agreement and the Plan contain the entire understanding between the parties, and supersedes any prior understanding and agreements between them, representing the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein. (g) Headings. Section and other headings contained in the Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or any provision hereof. (h) Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements contained herein shall be binding upon and inure to the benefit of Employee's heirs, legal representatives, successors and assigns. (i) Execution/Acceptance. This Agreement may be executed in duplicate counterparts, the production of which (including a signature) shall be sufficient for all purposes for the proof of the binding terms of this Agreement. View More

Miscellaneous. This Agreement, together with your CIIAA, the Severance Plan, and any documentation related to your equity interests, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. No term or provision of this Agreement may be amended waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company, except that the Company may..., in its sole discretion, adjust salaries, incentive compensation, stock plans, benefits, job titles, locations, duties, responsibilities, and reporting relationships. This Agreement will be governed by the laws of California. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement may be delivered and executed via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and effective for all purposes. If you are in agreement with the terms set forth above, please sign below and return the signed Agreement. /s/ George Scangos George Scangos Chief Executive Officer Understood and Accepted: /s/ Howard Horn August 27, 2019 Howard Horn Date Exhibit A – CIIAA Exhibit B – Outside Activities EXHIBIT A EXHIBIT B OUTSIDE ACTIVITIES View More

Miscellaneous. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment shall be construed -- and its performance enforced -- under Texas law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) this Amendment may be exec...uted in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. View More