Miscellaneous Contract Clauses (41,182)

Miscellaneous. No person shall have any claim or right to be granted an Award. Neither the adoption, maintenance, nor operation of the Plan nor any Award hereunder shall confer upon any employee or consultant of the Company or of any Affiliate any right with respect to the continuance of his/her employment by or other service with the Company or any such Affiliate nor shall they interfere with the rights of the Company (or Affiliate) to terminate any employee at any time or otherwise change the terms of employ...ment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate. (b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed under the Plan until he or she becomes the holder thereof. A Participant to whom Restricted Stock, Unrestricted Stock or Restricted Stock Unit is awarded shall be considered a stockholder of the Company at the time of the Award except as otherwise provided in the applicable Award. (c) Effective Date. Subject to the approval of the stockholders of the Company, the Plan, as amended, shall be effective on February 28, 2013. (d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, subject to such stockholder approval as the Board determines to be necessary or advisable. (e) Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of Delaware. * * * * EX-10.1 2 d506189dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 LAMAR ADVERTISING COMPANY 1996 EQUITY INCENTIVE PLAN (as amended and restated in February 2013) 1. Purpose The purpose of the Lamar Advertising Company 1996 Equity Incentive Plan (the "Plan") is to attract and retain directors, key employees and consultants of the Company and its Affiliates, to provide an incentive for them to achieve long-range performance goals, and to enable them to participate in the long-term growth of the Company by granting Awards with respect to the Company's Class A Common Stock (the "Common Stock"). Certain capitalized terms used herein are defined in Section 9 below. View More

Miscellaneous. 7.2 Each Original Finance Document and this Agreement will, from the Effective Date, be read and construed as one document. 7.3 Except as otherwise provided in this Agreement, the Finance Documents remain in full force and effect without any amendment whatsoever. 7.4 Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.... View More

Miscellaneous. (a) Borrower and each of the other Companies will take, and Borrower will cause the other Companies to take, all actions that may be required under the Loan Papers to effectuate the transactions contemplated hereby or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of Borrower. - 2 - (b) Borrower shall pay Administrative Agent upon demand for all reasonable expenses, incl...uding reasonable attorneys' fees and expenses of Administrative Agent, incurred by Administrative Agent in connection with the preparation, negotiation and execution of this Amendment. (c) The Laws (other than conflict-of-laws provisions) of the State of New York and of the United States of America govern the rights and duties of the parties to this Amendment and the validity, construction, enforcement, and interpretation of this Amendment. (d) This Amendment shall be binding upon Borrower, Administrative Agent and Lenders and their respective successors and assigns, and shall inure to the benefit of Borrower, Administrative Agent and Lenders and the respective successors and assigns of Administrative Agent and Lenders. (e) This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Amendment. View More

Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its choice of laws provisions. This Agreement may be amended only by written agreement between the Company and the Recipient. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. This Agreement represents the entire agreement between the parties hereto with respect to the s...ubject matter hereof and supersedes all prior and contemporaneous agreements, understandings and discussions, whether written or oral, between the parties hereto relating to the subject matter hereof. * * * * * * *CDI CORP.MICHAEL CASTLEMANBy: /s/ Brian D. ShortSignature: /s/ Michael CastlemanName: Brian D. ShortPrint Name: Michael CastlemanTitle: EVP, CAO & GCDate: 1/25/17 512343205.1.TAX EX-10.3 4 exhibit103castlemanperform.htm EXHIBIT 10.3 Exhibit EXHIBIT 10.3CDI CORP. PERFORMANCE UNITS AGREEMENT1. Grant of Performance Units. The Company hereby grants to Michael S. Castleman (the "Recipient") 37,500 Performance Units. This Grant is subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. In the event of an express conflict between the terms of this Agreement and the Plan, the Plan will prevail. View More

Miscellaneous. 3.1 Except as expressly amended and modified by this Third Amendment, the Amended Note is and shall continue to be in full force and effect in accordance with the terms thereof. 1 5.2 This Third Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 5.3 The Third Amendment shall be construed in accordance and governed by the internal laws of the state of California. 5.4 The headings c...ontained in this Third Amendment are for ease of reference only and shall not be considered in construing this Third Amendment. View More

Miscellaneous. Except as amended by this First Amendment, the Line of Credit remains in full force and effect in accordance with its terms. This First Amendment shall be governed by and interpreted in accordance with the laws of the State of Georgia, excluding its choice of law rules. If any provision of this First Amendment or part thereof is rendered void, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions shall not in any w...ay be affected or impaired thereby. This First Amendment may only be amended in the same manner as the Line of Credit. Capitalized terms used herein without specific definition have the respective meanings given to them in the Line of Credit. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original; provided, however, that such counterparts shall together constitute only one instrument. A signed copy of this First Amendment transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this First Amendment for all purposes. View More

Miscellaneous. This letter and any other documents subsequently signed by you constitute the complete and exclusive terms and conditions of your employment and supercede any and all prior agreements, whether written or oral. This agreement will be governed by and construed according to the laws of the State of Colorado. By joining the Company, you are agreeing to abide by all laws and regulations, all the Company policies and procedures and that you are bound by the terms and conditions of the Company's Busine...ss Protection Agreement (if any). Violations of these policies may lead to immediate termination of employment in the Company's sole discretion. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. We look forward to having you join us at the Company. If you wish to accept this offer under the terms and conditions described above please sign and date this document and return it to Human Resources by February 23, 2015. If you have any questions about the terms of this offer, please do not hesitate to call us to discuss our offer at your earliest convenience. Sincerely, /s/ Chad Varra Chad Varra, CFO SendGrid, Inc. I have read this offer and I understand and accept its terms. /s/ Craig Kaes Date: 2/18/2015 EXHIBIT A COMPENSATION Your starting semi-monthly base salary will be $8,958.33, which is equivalent to $215,000 on an annualized basis. Your target bonus will be $53,570 for a potential annual compensation of $268,750. You will be eligible to receive a one-time starting bonus in the gross amount of $20,000 to be paid on the first payday after the commencement of your employment with SendGrid. If your employment terminates for any reason before the two-year anniversary of the commencement of your employment with SendGrid, you will be required to promptly repay a pro-rated share of this starting bonus to SendGrid in an amount equal to one-twenty-fourth (1/24th) of the starting bonus multiplied by the difference between twenty-four (24) and the total number of completed calendar months that you were employed by SendGrid. Your salary is subject to adjustment from time to time in accordance with the company's compensation policies. You will also be eligible to participate in the benefit programs that SendGrid, Inc. (the "Company") makes available to its employees. Your eligibility and participation will be subject to the terms of the benefit programs and policies, and all benefits are subject to change or elimination at the sole discretion of the Company. EX-10.11.8 36 a2233508zex-10_118.htm EX-10.11.8 Exhibit 10.11.8 February 18, 2015 Craig Kaes Re: Offer of Employment with SendGrid, Inc. Dear Craig: SendGrid, Inc. (the "Company") is very pleased to offer you employment as Vice President of Engineering, beginning on March 16, 2015. This letter states the complete terms and conditions of your offer, subject to a satisfactory result of a background check. If you agree to these terms and conditions, please sign at the end of this letter in the space indicated. View More

Miscellaneous. 8.2 Governing Law; Consent to Jurisdiction. 8.3 Counterparts. 8.4 Titles and Subtitles. 8.5 Notices. 8.6 Modification; Waiver. 8.7 Expenses. 8.8 Delays or Omissions. 8.9 Entire Agreement.

Miscellaneous. Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified, shall be mailed or delivered (a) if to the Company, at the office of the Company, 4281 Technology Drive, Fremont, California 94538, Attention: Chief Financial Officer, with a copy to Donna M. 18 Petkanics, Esq., Wilson Sonsini Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304, or (b) if to the Underwriters, to the Representative at the o...ffices of Needham & Company, LLC, 445 Park Avenue, New York, New York 10022, Attention: Corporate Finance Department, with a copy to Stanton D. Wong, Esq., Pillsbury Winthrop Shaw Pittman LLP, Four Embarcadero Center, 22nd Floor, San Francisco, California 94111. Any such notice shall be effective only upon receipt. Any notice under Section 9 or 10 may be made by telecopier or telephone, but if so made shall be subsequently confirmed in writing. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company and the controlling persons, directors and officers referred to in Section 7, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term "successors and assigns" as used in this Agreement shall not include a purchaser, as such purchaser, of Shares from any of the several Underwriters. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. This Agreement may be signed in two or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each of the Company and the Underwriters hereby waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby. 19 Please confirm that the foregoing correctly sets forth the agreement among the Company and the several Underwriters. Very truly yours, AXT, INC. By: /s/ Morris Young Title: Chief Executive Officer Confirmed as of the date first above mentioned: NEEDHAM & COMPANY, LLC Acting on behalf of itself and as the Representative of the other several Underwriters named in Schedule I hereto. By: /s/ James King Title: Managing Director SCHEDULE I UNDERWRITERS Underwriters Number of Firm Shares to be Purchased Needham & Company, LLC 3,923,077 Craig-Hallum Capital Group LLC 692,308 Total 4,615,385 SCHEDULE II Issuer General Use Free Writing Prospectuses: None Permitted Free Writing Prospectuses: None Additional Documents Incorporated by Reference: The following information is also included in the General Disclosure Package: 1. The initial price to the public of the shares, which is $6.50. View More

Miscellaneous. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware or of any other state. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Holder and the Company. The headings in this Warrant are for purposes of reference only, and shall not li...mit or otherwise affect any of the terms hereof. GENO LLC By: /s/ Kurt A. Dasse Name: Kurt A. Dasse Title: President & CEO ACKNOWLEDGED BY: By: /s/ David H. Fine Name: David H. Fine EXHIBIT A NOTICE OF EXERCISE GeNO LLC 45 First Ave. Waltham, MA 02451 Attention: President 1. The undersigned hereby elects to purchase Common Shares of GeNO LLC (the "Company") pursuant to the terms of the attached Warrant. By: Name: Title: Current Address: Current Fax Number: Dated: EX-4.17 5 d572802dex417.htm EX-4.17 EX-4.17 Exhibit 4.17 THIS WARRANT AND THE COMMON SHARES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS. GENO LLC COMMON SHARES WARRANT CS-58 Issued as of November 12, 2013 Void after the Expiration Date WARRANT TO PURCHASE COMMON SHARES For value received, GeNO LLC, a Delaware limited liability company (the "Company"), hereby certifies that David H. Fine (the "Holder"), subject to the provisions and upon the terms and conditions hereinafter set forth, is entitled to subscribe for and purchase from the Company, at any time after the date hereof and before the Expiration Date (as defined below), up to Twenty-Five Thousand (25,000) Common Shares of the Company (the "Shares"). This Warrant is issued by the Company in connection with the issuance of a promissory note on the date hereof from the Company to the Holder (the "Promissory Note"). In the event that the Company converts to a corporation pursuant to Section 13 of the Company Operating Agreement, the successor corporation shall issue to the Holder a replacement warrant containing terms and conditions substantially similar to this Warrant. Upon the issuance of such replacement warrant, this Warrant shall automatically terminate and no longer be of any force or effect. View More