Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Amendment No. 1 may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. The parties further agree that facsimile signatures or signatures scanned into .pdf (or similar) format and sent by e-mail shall be deemed original signatures.

Miscellaneous. (a) Notice hereunder shall be given to the Company at its principal place of business, and shall be given to the Grantee at the address on file with the Company, or in either case at such other address as one party may subsequently furnish to the other party in writing. (b) This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary. 3 EX-10.4 3 a15-17883_1ex10d4.htm EX-10.4 Exhibit 10.4 RESTRICTED STOCK AWARD AGREEMENT F...OR COMPANY EMPLOYEES UNDER THE WATTS WATER TECHNOLOGIES, INC. SECOND AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN The award of shares of restricted Class A Common Stock (the "Restricted Stock") of Watts Water Technologies, Inc. (the "Company") made to the grantee (the "Grantee"), as set forth in the Restricted Stock award notification provided through the Grantee's stock plan account on the E*TRADE website, is subject to the provisions of the Company's Second Amended and Restated 2004 Stock Incentive Plan (the "Plan") and the terms and conditions contained in this Restricted Stock Award Agreement (the "Agreement"). By accepting the award of Restricted Stock on the E*TRADE website, the Grantee agrees to the terms and conditions of this Agreement. View More

Miscellaneous. (a) Authority of J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC on behalf of the Underwriters. (b) 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 J.P. M...organ Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate Desk; c/o Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department, and to Davis Polk and Wardwell LLP, 1600 El Camino Real, Menlo Park, California 94025 (fax: (650) 752-2111), Attention: Alan Denenberg. Notices to the Company shall be given to it at Nevro Corp., 1800 Bridge Parkway, Redwood City, California 94065 (fax:(650) 251-9415); Attention Chief Financial Officer, with a copy to (which copy shall not constitute notice): Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025 (fax: (650) 463-2600); Attention: Anthony J. Richmond and Brian J. Cuneo. (c) 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. (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 or approval to 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. 35 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More

Miscellaneous. (a) This Amendment is governed by, and is to be construed in accordance with, the laws of the State of New York. Each provision of this Amendment is severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any specific provision. (b) This Amendment binds Administrative Agent, the Lenders, and Borrower and their respective successors and assigns, and will inure to the benefit of Administrative Agent, the Lenders, Borrower and the successors... and assigns of Administrative Agent and each Lender. (c) Except as specifically modified by the terms of this Amendment, all other terms and provisions of the Credit Agreement and the other Loan Documents are incorporated by reference in this Amendment and in all respects continue in full force and effect. Borrower, by execution of this Amendment, and each Subsidiary Guarantor, by acknowledgement of this Amendment, hereby reaffirm, assume, and bind themselves to all of the obligations, duties, rights, covenants, terms, and conditions that are contained in the Credit Agreement and the other Loan Documents, as applicable. (d) This Amendment is a Loan Document. Borrower acknowledges that Administrative Agent's reasonable costs and expenses (including reasonable attorneys' fees) incurred in drafting this Amendment shall be paid by Borrower and the other Credit Parties in accordance with Section 12.3(a) of the Credit Agreement. 3 (e) The parties may sign this Amendment in several counterparts, each of which will be deemed to be an original but all of which together will constitute one instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Amendment. View More

Miscellaneous. 6.1 The partial or complete invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 6.2 This Agreement supersedes all prior agreements, written or oral, between me and the Company relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by me and the Company. This Agreement does not con...stitute an engagement agreement, and no changes in my compensation, title or duties or any other terms or conditions of my engagement, including, without limitation, the termination of my engagement, shall affect the provisions of this Agreement except as stated herein. A-4 6.3 As used herein, the term "Company" shall include Talkspace Inc., Talkspace, Talkspace Network LLC, and any of its predecessors, subsidiaries, subdivisions or affiliates. The Company shall have the right to assign this Agreement to its successors and assigns and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. I agree not to assign any of my obligations under this Agreement. This Agreement will be binding upon my heirs, executors and administrators. 6.4 No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. 6.5 I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof to whom my engagement may be transferred without the necessity that this Agreement be re-signed at the time of such transfer. 6.6 This Agreement shall be deemed to be a sealed instrument and shall be governed by and construed in accordance with the laws of the State of Delaware. I hereby expressly consent to the jurisdiction of the courts of the state where the Company has its principal place of business in the United States (currently New York) to adjudicate any dispute arising under this Agreement. 6.7 I recognize that irreparable damages would be caused to the Company, and that monetary damages would not compensate the Company for its loss, should I breach the terms of this Agreement. Accordingly, in addition to all other remedies available to the Company at law or in equity, upon a showing by the Company that I have violated or am about to violate the terms of this Agreement, I hereby consent to the entry by a court of competent jurisdiction of an injunction or declaratory judgment enforcing the terms of this Agreement, including without limitation preventing disclosure or further disclosure by me of Proprietary Information. 6.8 If any one or more provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. A-5 I HAVE READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND I UNDERSTAND, AND AGREE TO, EACH OF SUCH PROVISIONS, EFFECTIVE AS OF THE DATE FIRST ENTERED ABOVE. Accepted and Agreed: Talkspace Inc. Oren Frank /s/ Oren Frank /s/ Oren Frank Oren Frank Date: 2021-06-22 CEO Date: June 22, 2021 SCHEDULE A View More

Miscellaneous. This Agreement and the SAR are awarded pursuant to and are subject to all of the provisions of the Plan, which are incorporated by reference herein, including all amendments to the Plan, if any. If there is a conflict between this Agreement and the Plan provisions, the Plan provisions will control. Capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Plan. This Agreement shall be binding on the Company's successors and assigns. By your acceptance of... the SAR, you agree that the SAR is granted under, governed by and subject to the terms of the Plan and this Agreement. QUANEX BUILDING PRODUCTS CORPORATION [Name and Title of Executing Officer] Section 16 Officer [Stock Settled]—[Cash Settled] 5 EX-10.22 23 d716408dex1022.htm EX-10.22 EX-10.22 EXHIBIT 10.22 QUANEX BUILDING PRODUCTS CORPORATION SECTION 16 OFFICER [STOCK-][CASH-]SETTLED STOCK APPRECIATION RIGHT AGREEMENT [GRANTEE NAME] Grantee Date of Grant: << >> Total Number of Shares Relating to the SARs Granted: << >> Grant Price per Share(the Grant Price per Share is equal to the last per share sales price of the common stock of Quanex Building Products Corporation for the Date of Grant and, if the stock was not traded on the Date of Grant, the first trading day immediately preceding the Date of Grant, as reported in the New York Stock Exchange Composite Transactions) <<$ >> Expiration Date: << >> General Vesting Schedule: [ % exercisable on . 0% exercisable prior to .] [ years, with vesting in installments of % on the anniversary date of the Date of Grant in each of the years.] The following terms and conditions are applicable to a stock appreciation right (a "SAR") granted pursuant to the Quanex Building Products Corporation 2008 Omnibus Incentive Plan, as amended (the "Plan") and are incorporated as part of this Stock Appreciation Right Agreement setting forth the terms of such SAR (this "Agreement"). View More

Miscellaneous. This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of Maryland. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 6 The Corporation will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, Maryland 20817, Attention: Secretary. I or we assign and transfe...r to Insert social security or other identifying number of assignee (Print or type name, address and zip code of assignee) this Note and irrevocably appoint agent to transfer this Note on the books of the Corporation. The agent may substitute another to act for him. Dated: Signed: (Sign exactly as name appears on the other side of this Note) Signature Guarantee: (Signature must be guaranteed by an eligible institution within the meaning of Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended) 7 EX-4.1 3 d874552dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 GLOBAL SECURITY NOT TO BE EXCHANGED FOR SECURITIES IN DEFINITIVE FORM (See Legend on Next Page) No. $ CUSIP 539830 BE8 LOCKHEED MARTIN CORPORATION 2.90% Note due 2025 LOCKHEED MARTIN CORPORATION, a Maryland corporation, for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Dollars on March 1, 2025. Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 Additional provisions of this Note are set forth on the other side of this Note. LOCKHEED MARTIN CORPORATION By: Kenneth R. Possenriede Vice President and Treasurer Dated: Authenticated: This is one of the Securities of the series designated herein and referred to in the within-mentioned Indenture. U.S. Bank National Association,as Trustee By: 1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY A REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF ANY SUCCESSOR DEPOSITARY. LOCKHEED MARTIN CORPORATION 2.90% Note due 2025 1. Interest. Lockheed Martin Corporation ("Corporation"), a Maryland corporation, promises to pay interest on the principal amount of this Note at the rate per annum shown above. The Corporation will pay interest semiannually on March 1 and September 1 of each year. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from February 20, 2015. Interest will be computed on the basis of a 360-day year of twelve 30-day months. View More

Miscellaneous. This Agreement, the Severance Plan, the Participation Agreement, and the Confidentiality Agreement constitute the entire agreement between you and the Company regarding the subject matters discussed, and they supersede all prior negotiations, representations or agreements between you and the Company. This Agreement may only be modified by a written agreement signed by you and the Company's Chief Executive Officer. -4- To confirm the current terms and conditions of your employment, please sign an...d date in the spaces indicated and return this Agreement to the Company. Sincerely, Recursion Pharmaceuticals, Inc. By: /s/ Christopher Gibson Christopher Gibson Chief Executive Officer I have read and understood this Agreement and hereby acknowledge, accept and agree to the terms as set forth herein and further acknowledge that no other commitments were made to me as part of my employment offer except as specifically set forth herein. /s/ Michael Secora Michael Secora Date: March 22, 2021 -5- Exhibit A SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016 " . 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. 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." View More

Miscellaneous. 5.1. The undersigned and every endorser or guarantor of this Note, regardless of the time, order or place of signing, waives presentment, demand, protest and notice of every kind and assents to any one or more extensions or postponements of the time of payment or any other indulgences, to any substitutions, exchanges or releases of collateral available to the Payee, if any, and to the additions or releases of any other parties or persons primarily or secondarily liable. 5.2. By accepting this No...te, the Payee and each subsequent holder of this Note acknowledges and agrees that all payments under this Note shall be subordinate to any present or future debt obligation of the Company to any bank or other institutional lender and to any present or future indebtedness on account of trade payables evidenced by secured promissory notes. Upon request by the Company, the Payee and each subsequent holder of this Note agrees to confirm this subordination relationship to any such bank or institutional lender in a form reasonably acceptable to such bank or other institutional lender. 5.3. The provisions of this Note shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Colorado, without regard to its principles of conflicts of laws. 5.4. Notwithstanding anything herein to the contrary, payment of any interest, expense or other amount shall not be required if such payment would be unlawful. In any such event, this Note shall automatically be deemed amended so that interest charges and all other payments required hereunder, individually and in the aggregate, shall be equal to but not greater than the maximum permitted by law. 5.5. This Note may be amended or modified, and any provision of this Note may be waived, only with the written consent of the Company and (a) the holder hereof, or (b) holders of the Note Approval Amount; provided, that in the case of clause (b), no such amendment, modification or waiver shall be effective without the written consent of the holder hereof to the extent such amendment, modification or waiver adversely affects the rights of the holder of this Note in a manner different from those of the holders of the other Notes (other than differences related solely to the different principal amounts or issue dates of the Notes). Any amendment effected in accordance with the immediately preceding sentence shall be binding upon the Company, the Payee and each transferee of this Note. 5.6. In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby. [Remainder of page intentionally left blank.] View More

Miscellaneous. This Amendment shall be governed, construed, and interpreted in accordance with the laws of the State of North Carolina, without giving effect to conflicts of laws principles. The parties agree that this Amendment may only be modified in a signed writing executed by both parties. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This Amendment may be executed in separate counterparts, each of which is dee...med to be an original and all of which taken together constitute one agreement. Facsimile or PDF reproductions of original signatures will be deemed binding for the purpose of the execution of this Amendment. View More