Grouped Into 893 Collections of Similar Clauses From Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Miscellaneous. a) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Company and Executive. The waiver or non-enforcement by Company of a breach by Executive of any provision of this Agreement shall not be construed as a waiver of any subsequent breach by Executive. This Agreement is the parties' entire agreement relating to the subject matter hereof and any and all prior agreements, representations or promise...s, oral or otherwise, express or implied, are superseded by and/or merged into this Agreement, including without limitation the Prior Agreement. b) Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties. Notices shall be sent to the Executive at the most recent address of Executive as set forth in the Company's records (or such other addresses as shall be specified by Executive by like notice), and to the Company at Lannett Company, Inc., 13200 Townsend Road, Philadelphia, PA 19154 Attn. : President and Chief Executive Officer (or such other addresses as shall be specified by Company by like notice. All notices shall be deemed effective upon receipt. The failure to accept mail forwarded through the U.S. Postal Service, certified, return receipt requested, shall be deemed received as of the earlier of the first date such delivery is refused or, alternatively, if notices are provided of attempts to deliver, the date on which said first notice was provided to Company. 12 c) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to choice of law rules. Any action to enforce this Agreement shall be filed in the state or federal courts located in Pennsylvania. d) Although this Agreement was drafted by Company, the parties agree that it accurately reflects the intent and understanding of each party and should not be construed against Company for the sole reason that it was the drafter if there is any dispute over the meaning or intent of any provisions. e) Executive agrees that this Agreement is confidential and Executive will not disclose the terms and conditions of this Agreement to any Company employee or other third party, other than Executive's attorney, accountant, professional advisors and members of his immediate family, except as may be permitted by applicable law. f) This Agreement may be executed in counterparts, which together shall constitute one Agreement. g) Executive agrees that this Agreement is the sole Employment Agreement between Company and Executive and supersedes any and all prior Employment Agreements, Letters of Understandings, verbal understandings or commitments. h) By their signatures below, the parties acknowledge that they have had sufficient opportunity to read and consider, and that they have carefully read and considered, each provision of this Agreement and that they are voluntarily signing this Agreement intending to be legally bound hereby. The parties have executed this Agreement as of the Effective Date. WITNESS /s/ Marsha Keefe /s/ Kevin Smith Marsha Keefe Kevin Smith Executive Assistant LANNETT COMPANY, INC. By: /s/ Arthur P. Bedrosian Arthur P. Bedrosian, President and Chief Executive Officer 13 EX-10.22 5 a13-2036_1ex10d22.htm EX-10.22 Exhibit 10.22 AMENDED AND RESTATED EMPLOYMENT AGREEMENT OF KEVIN SMITH This Amended and Restated Employment Agreement of Kevin Smith ("Agreement") is entered into as of this 31st day of December, 2012 ("Effective Date") between Lannett Company, Inc. ("Company") and Kevin Smith ("Executive"). RECITALS WHEREAS, Company wishes to employ Executive as its Vice President of Sales and Marketing. Executive wishes to accept such employment under the terms and conditions set forth in this Agreement. WHEREAS, Executive has been employed by Company pursuant to an Employment Agreement dated September 8, 2004, as amended on June 25, 2010 (the "Prior Agreement"), which Executive and Company now wish to amend and restate in its entirety. NOW, THEREFORE, Executive and Company, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows: 1. Employment. Company hereby employs Executive as its Vice President of Sales and Marketing; and Executive accepts such employment.View More
Miscellaneous. a) No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Company and Executive. The waiver or non-enforcement by Company of a breach by Executive of any provision of this Agreement shall not be construed as a waiver of any subsequent breach by Executive. This Agreement is the parties' entire agreement relating to the subject matter hereof and any and all prior agreements, representations or promise...s, oral or otherwise, express or implied, are superseded by and/or merged into this Agreement, including without limitation the Prior Agreement. b) Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid 14 overnight courier to the parties. Notices shall be sent to the Executive at the most recent address of Executive as set forth in the Company's records (or such other addresses as shall be specified by Executive by like notice), and to the Company at Lannett Company, Inc., 13200 Townsend Road, Philadelphia, PA 19154 Attn. : President and Chief Executive Officer CEO (or such other addresses as shall be specified by Company by like notice. notice). All notices shall be deemed effective upon receipt. The failure to accept mail forwarded through the U.S. Postal Service, certified, return receipt requested, shall be deemed received as of the earlier of the first date such delivery is refused or, alternatively, if notices are provided of attempts to deliver, the date on which said first notice was provided to Company. 12 c) This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to choice of law rules. Any action to enforce this Agreement shall be filed in the state or federal courts located in Pennsylvania. d) Although this Agreement was drafted by Company, the parties agree that it accurately reflects the intent and understanding of each party and should not be construed against Company for the sole reason that it was the drafter if there is any dispute over the meaning or intent of any provisions. e) Executive agrees that this Agreement is confidential and Executive will not disclose the terms and conditions of this Agreement to any Company employee or other third party, other than Executive's attorney, accountant, professional advisors and members of his her immediate family, except as may be permitted or required by applicable law. f) This Agreement may be executed in counterparts, which together shall constitute one Agreement. 15 g) Executive agrees that this Agreement is the sole Employment Agreement between Company and Executive and supersedes any and all prior Employment Agreements, Letters of Understandings, verbal understandings or commitments. h) By their signatures below, the parties acknowledge that they have had sufficient opportunity to read and consider, and that they have carefully read and considered, each provision of this Agreement and that they are voluntarily signing this Agreement intending to be legally bound hereby. The parties have executed this Agreement as of the Effective Date. WITNESS /s/ Marsha Keefe Jeffrey Plunkett /s/ Kevin Smith Marsha Keefe Kevin Smith Executive Assistant Maureen M. Cavanaugh Witness: Jeffrey Plunkett Maureen M. Cavanaugh LANNETT COMPANY, INC. By: /s/ Arthur P. Bedrosian Arthur P. Bedrosian, President and Timothy C. Crew Timothy C. Crew, Chief Executive Officer 13 EX-10.22 5 a13-2036_1ex10d22.htm EX-10.22 16 EX-10.50 2 a18-11354_1ex10d50.htm EX-10.50 Exhibit 10.22 AMENDED AND RESTATED 10.50 EMPLOYMENT AGREEMENT OF KEVIN SMITH MAUREEN M. CAVANAUGH This Amended and Restated Employment Agreement of Kevin Smith Maureen M. Cavanaugh ("Agreement") is entered into as of this 31st 7th day of December, 2012 May, 2018 ("Effective Date") between Lannett Company, Inc. ("Company") and Kevin Smith Maureen M. Cavanaugh ("Executive"). RECITALS WHEREAS, Company wishes to employ Executive as its Senior Vice President of Sales and Marketing. Chief Commercial Operations Officer. Executive wishes to accept such employment under the terms and conditions set forth in this Agreement. WHEREAS, Executive has been employed by Company pursuant to an Employment Agreement dated September 8, 2004, as amended on June 25, 2010 (the "Prior Agreement"), which Executive and Company now wish to amend and restate in its entirety. NOW, THEREFORE, Executive and Company, in consideration of the mutual covenants and agreements hereinafter set forth, agree as follows: 1. Employment. Company hereby employs Executive as its Senior Vice President of Sales and Marketing; Chief Commercial Operations Officer; and Executive accepts such employment. View More
Miscellaneous. (a) From and after the date hereof, each reference in the Merger Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Merger Agreement as amended hereby. (b) Except as specifically set forth above, the Merger Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. (c) This Amendment may be executed simultaneous...ly in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. (d) Sections 10.5 through 10.15 of the Merger Agreement apply to this Amendment mutatis mutandis.View More
Miscellaneous. (a) From and after the date hereof, each reference in the Merger Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Merger Agreement as amended hereby. (b) Except as specifically set forth above, the Merger Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. (c) This Amendment may be executed simultaneous...ly in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. (d) Sections 10.5 11.5 through 10.15 11.16 of the Merger Agreement apply to this Amendment mutatis mutandis. View More
Miscellaneous. (a) From and after the date hereof, each reference in the Merger Registration Rights Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Merger Registration Rights 2 Agreement as amended hereby. (b) Except as specifically set forth above, the Merger Registration Rights Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified ...and confirmed. (c) This Amendment may shall be executed simultaneously governed by and construed in one or more counterparts, any one of which need not contain accordance with the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. (d) Sections 10.5 through 10.15 laws of the Merger Agreement apply State of Delaware without regard to this Amendment mutatis mutandis. the principles of conflicts of law. View More
Miscellaneous. (a) From and after the date hereof, each reference in the Merger Purchase Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Merger Purchase Agreement as amended hereby. (b) Except as specifically set forth above, the Merger Purchase Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects ratified and confirmed. (c) This Amendment m...ay be executed simultaneously in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Amendment. (d) Sections 10.5 through 10.15 This Amendment shall be governed by and construed and enforced in accordance with the internal Laws of the Merger Agreement apply State of Delaware without reference to this Amendment mutatis mutandis. its choice of law rules. View More
Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms or provisions of any agreement are modified, waived or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or under any applicable law and (c) the terms and provisions of the Note Purchase Agreement and th...e other Financing Documents shall continue in full force and effect. 6.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. [Remainder of page intentionally left blank. Next page is signature page.]View More
Miscellaneous. 6.1. Effect 4.1. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4.2. Duplicate Originals; Electronic Signature. Two or more duplicate originals of this Amendment may be signed by the parties, each of which shall be... an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 4.3. Waiver and Amendments. Except as expressly provided herein, (a) no terms Neither this Amendment nor any term hereof may be changed, waived, discharged or provisions terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of any agreement are modified, waived the parties signatory hereto. 4.4. Costs and Expenses. Whether or changed not the amendments contemplated by this Agreement, (b) Amendment become effective, the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Company confirms its obligation under any applicable law and (c) the terms and provisions Section 15.1 of the Note Purchase Agreement and agrees that, on 5 the other Financing Documents shall continue First Amendment Effective Date (or if an invoice is delivered subsequent to the First Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Amendment, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company at least one Business Day prior to the First Amendment Effective Date. The Company will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the First Amendment Effective Date in full force and effect. 6.2. connection with this Amendment. 4.5. Successors and Assigns. This Agreement Amendment shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Company in this Amendment shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Amendment, regardless of any investigation made by or on behalf of the Noteholders. 4.7. Part of Existing Note Agreement; Future References, etc. This Amendment shall be construed in connection with and as a matter part of convenience only, do the Note Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Note Agreement without making specific reference to this Amendment, but nevertheless all such references shall include this Amendment, unless the context otherwise requires. 4.8. Affirmation of Obligations under Existing Note Agreement and Notes; No Novation. Anything contained herein to the contrary notwithstanding, this Amendment is not constitute a part hereof intended to and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer serve to this Agreement as effect a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent novation of the Company obligations under the Existing Note Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Agreement, as amended by this Amendment, and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. Notes. The Company hereby confirms, ratifies acknowledges and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their affirms all of its respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Existing Note Guarantee to which it is a party Agreement, as amended by this Amendment, and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force Notes. The execution, delivery and effect in respect of, and effectiveness of this Amendment shall not be deemed, except as expressly provided herein, (a) to secure, operate as a waiver of any right, power or remedy of any of the obligations Noteholders under the Existing Note Purchase Agreement, Agreement or the Notes and Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the other Financing Documents, (d) its obligations and liabilities future under the Intercompany Subordination Agreement continue to be or in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders connection with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, Agreement or the Notes or otherwise. under applicable law. 6 [Remainder of page intentionally left blank. 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Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms 4.1. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 4.2. Duplicate Originals; Electronic Signature. Two or provisions of any agreement are modif...ied, waived or changed by this Agreement, (b) the terms more duplicate originals of this Agreement may be signed by the parties, each of which shall not operate be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in one or more counterparts and shall be effective when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic mail shall be effective as delivery of a waiver manually executed counterpart of this Agreement. 6 4.3. Waiver and Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the holders parties signatory hereto. 4.4. Costs and Expenses. Whether or not the amendments contemplated by this Agreement become effective, each of the Notes of, or otherwise prejudice any of their respective rights, remedies or powers under, the Note Purchase Agreement or any other Financing Document, or Obligors confirms its obligation under any applicable law and (c) the terms and provisions paragraph 11B of the Note Purchase Agreement and agrees that, on the other Financing Documents shall continue Fourth Amendment Effective Date (or if an invoice is delivered subsequent to the Fourth Amendment Effective Date or if such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of the Noteholders' special counsel presented to the Company on the Fourth Amendment Effective Date. The Obligors will also promptly pay, upon receipt thereof, each additional statement for reasonable fees and disbursements of the Noteholders' special counsel rendered after the Fourth Amendment Effective Date in full force and effect. 6.2. connection with this Agreement. 4.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles provisions hereof are intended to be for the benefit of the Sections appear Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 4.6. Survival. All warranties, representations, certifications and covenants made by the Obligors in this Agreement shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Agreement, regardless of any investigation made by or on behalf of the Noteholders. 4.7. Part of Original Note Purchase Agreement; Future References, etc. This Agreement shall be construed in connection with and as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with Section 17 thereof). 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the Note Purchase Agreement and, except as expressly amended by this Agreement, all terms, conditions and agrees that, on covenants contained in the Original Note Purchase Agreement are hereby ratified and shall be and remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution date hereof (or if an invoice is delivered subsequent and delivery of this Agreement may refer to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating Original Note Purchase Agreement without making specific reference to this Agreement, including, but not limited to, nevertheless all such references shall include this Agreement, unless the statement for reasonable fees context otherwise requires. 7 4.8. Affirmation of Obligations under Original Note Purchase Agreement and disbursements of Morgan, Lewis & Bockius LLP, special counsel Notes; No Novation. Anything contained herein to the Noteholders, presented contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the Company on or before obligations under the execution date hereof. Original Note Purchase Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Note Purchase Agreement, as amended by this Agreement, and the Notes. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees Obligors hereby acknowledge and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), affirm all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Original Note Guarantee to which it is a party Purchase Agreement and the Intercompany Subordination Agreement, (c) acknowledges that such Notes. The execution, delivery and effectiveness of this Agreement shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Original Note Guarantee continues Purchase Agreement or the Notes, nor constitute a waiver or amendment of any provision thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in full force and effect the future under or in respect of, and to secure, the obligations under connection with the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. under applicable law. 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Miscellaneous. 6.1. Effect of Amendments. Except as expressly provided herein, (a) no terms or provisions of any agreement are modified, waived or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by New York Life or any of the holders holder of the Notes from time to time of, or otherwise prejudice any of their respective rights, remedies or powers under, the NYL Note Purchase Agreement Facility or any other Financing Document, or under any applicable law and (c) the ter...ms and provisions of the NYL Note Purchase Agreement Facility and the other Financing Documents shall continue in full force and effect. 6.2. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. 6.3. Section Headings, etc. The titles of the Sections appear as a matter of convenience only, do not constitute a part hereof and shall not affect the construction hereof. The words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Section or other subdivision. 6.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 6 6.5. Waivers and Amendments. Neither this Agreement nor any term hereof may be amended, changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the NYL Note Purchase Agreement Facility in accordance with Section 17 thereof). 6 6.6. Costs and Expenses. Whether or not the Amendments become effective, the Company confirms its obligations under Section 15 of the NYL Note Purchase Agreement Facility and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders New York Life relating to this Agreement, including, but not limited to, the statement for reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, New York Life, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders New York Life rendered after the execution date hereof in connection with this Agreement. 6.7. Execution in Counterpart. This Agreement may be executed in any number of counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 6.8. Entire Agreement. This Agreement constitutes the final written expression of all of the terms hereof and is a complete and exclusive statement of those terms. 6.9. Company Ratification. The Company hereby confirms, ratifies and agrees that the Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 6.10. Reaffirmation of Note Guarantees. Each of the Guarantors hereby (a) consents to this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee continues in full force and effect in respect of, and to secure, the obligations under the NYL Note Purchase Agreement, Facility, the Notes from time to time outstanding and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement continue to be in 7 full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the New York Life or any Noteholders with respect to such Note Guarantee, the Intercompany Subordination Agreement, the NYL Note Purchase Agreement, the Facility, any Notes or otherwise. 7 [Remainder of page intentionally left blank. Next page is signature page.] View More
Miscellaneous. This Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Grantee. No contract or right of employment shall be implied by this Agreement, nor shall this Agreement interfere with or restrict in any way the rights of the Grantee's employer to discharge the Grantee at any ...time for any reason whatsoever, with or without cause. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated Performance-Based Shares.View More
Miscellaneous. This Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the Grantee. No contract or right of employment shall be implied by this Agreement, nor shall this Agreement interfere with or restrict in any way the rights of the Grantee's employer to discharge the Grantee at any ...time for any reason whatsoever, with or without cause. The terms and provisions of this Agreement shall constitute an instruction by the Grantee with respect to any uncertificated Performance-Based Shares. This Award along with all other Awards received by the Grantee (including any proceeds, gains or other economic benefit actually or constructively received by the Grantee upon any receipt or exercise of any Award) shall be subject to the provisions of the Company's claw-back policy as set forth in Section 10 of the Company's Code of Business Conduct and Ethics (as amended from time to time) including any amendments of such claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. View More
Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to Capital One Financial Corporation, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Senior Director of Capital Markets, and (b) if to the Underwriters, to BofA Securities, Inc., 50 Rockefeller Plaza, NY1-050-12-02, New York, New York 10020, Attention: High Grade Transaction Management/Legal, Facsimile: (646) 855-5958, J.P. Morgan Securities LLC, 383 Madison Avenue, New Yor...k, New York 20 10179, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-4533, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk with a copy to the Legal Department, Facsimile: (212) 507-8999, RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management, Facsimile: (212) 658-6137, UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate, Facsimile: (203) 719-0495 and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, Facsimile: (701) 410-0326 or in any case to such other address as the person to be notified may have requested in writing.View More
Miscellaneous. Notices given pursuant to any provision of this Agreement shall be addressed as follows: (a) if to the Company, to Capital One Financial Corporation, 1680 Capital One Drive, McLean, Virginia 22102, Attention: Senior Director of Capital Markets, and (b) if to the Underwriters, to BofA Securities, Inc., 50 Rockefeller Plaza, NY1-050-12-02, New York, New York 10020, Attention: High Grade Transaction Management/Legal, Facsimile: (646) 855-5958, J.P. Morgan Securities LLC, 383 Madison Avenue, New Yor...k, New York 20 10179, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-4533, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk with a copy to the Legal Department, Facsimile: (212) 507-8999, RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management, Facsimile: (212) 658-6137, UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate, Facsimile: (203) 719-0495 and Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, Facsimile: (701) 410-0326 or in any case to such other address as the person to be notified may have requested in writing. 20 14. Representations and Indemnities to Survive. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, its officers and directors and of the several Underwriters set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Shares, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Shares and payment for them hereunder and (iii) termination of this Agreement. View More
Miscellaneous. A. Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or the Payee shall bind and inure to the benefit of its successors and permitted assigns of the Company and the Payee, respectively, whether so express or not. B. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof. C. Waiver of Jury Trial. THE PAYEE AND THE COMPANY HEREBY KNO...WINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.View More
Miscellaneous. A. Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company Borrower or the Payee Lender shall bind and inure to the benefit of its successors and permitted assigns of the Company Borrower and the Payee, Lender, respectively, whether so express or not. B. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflicts of laws principles thereof. C. Waiver of Jury Trial. THE... PAYEE AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PAYEE OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE. View More
Miscellaneous. A. Parties in Interest. All covenants, agreements and undertakings in this Note Debenture binding upon the Company or the Payee Holder shall bind and inure to the benefit of its the successors and permitted assigns of the Company and the Payee, Holder, respectively, whether so express expressed or not. B. Governing Law. Law; Forum. This Note Debenture shall be governed by and construed in accordance with the laws of the State of Nevada without regard Ohio as applied to contracts entered into and... to be performed entirely within the State of Ohio and the parties consent to the conflicts jurisdiction of laws principles thereof. the courts of the State of Ohio and the United States District Courts situated in Hamilton County, Ohio. C. Waiver of Jury Trial. THE PAYEE AND THE COMPANY PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN 3 CONNECTION WITH WITH, THIS NOTE DEBENTURE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) WRITTEN), OR ACTIONS OF THE PAYEE HOLDER OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S HOLDER PURCHASING THIS NOTE. DEBENTURE. D. Notice. All notices shall be in writing, and shall be deemed given when actually delivered to a party at its address and in accordance with the procedure set forth in the Agreement. E. No Waiver. No delay in exercising any right hereunder shall be deemed a waiver thereof, and no waiver shall be deemed to have any application to any future default or exercise of rights hereunder. View More
Miscellaneous. A. Parties in Interest. All covenants, agreements and undertakings in this Note binding upon the Company or the Payee Holder shall bind and inure to the benefit of its the successors and permitted assigns of the Company and the Payee, Holder, respectively, whether so express expressed or not. B. Governing Law. Law; Consent to Forum. This Note shall be governed exclusively by and construed in accordance with the laws of the State of Nevada New York without regard giving effect to the conflicts an...y choice of laws principles law rules thereof. C. Waiver of Jury Trial. THE PAYEE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH WITH, THIS NOTE OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION HEREWITH HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) WRITTEN), OR ACTIONS OF THE PAYEE HOLDER OR THE COMPANY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PAYEE'S PURCHASING THIS NOTE.View More
Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.View More
Miscellaneous. (a) Entire Agreement; Amendment. This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents r...elating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.2 3 schnex102201911302018-.htm EXHIBIT 10.2 Exhibit Exhibit 10.1 RESTRICTED 10.2RESTRICTED STOCK UNITAWARD AGREEMENTPursuant AGREEMENT Pursuant to Section 8 of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, November 15, 2018 the Compensation Committee of the Board of Directors of the Company authorized and granted to Tamara L. Lundgren ________________ (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. View More
Miscellaneous. (a) Entire Agreement; Amendment. This Agreement Agreement, the Plan and the Company's Umbrella Performance-Based Plan for Executive Officers, to the extent applicable, constitute the entire agreement of the parties with regard to the subjects hereof. (b) Interpretation of the Plan and the Agreement. The Compensation Committee shall have the sole authority to interpret the provisions of this Agreement and the Plan and all determinations by it shall be final and conclusive. With respect to awards ...made to executive officers of the Company, the Committee shall interpret and administer this Agreement in accordance with the terms of the Company's Umbrella Performance-Based Plan for Executive Officers, with the intent that the Performance-Based RSUs shall qualify as "performance-based compensation" for purposes of Internal Revenue Code Section 162(m). (c) Electronic Delivery. The Recipient consents to the electronic delivery of notices and any prospectus and any other documents relating to this Award in lieu of mailing or other form of delivery. (d) Rights and Benefits. The rights and benefits of this Agreement shall inure to the benefit of and be enforceable by the Company's successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon the Recipient's heirs, executors, administrators, successors and assigns. (e) Further Action. The parties agree to execute such instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement. (f) Governing Law. This Agreement and the Plan will be interpreted under the laws of the state of Oregon, exclusive of choice of law rules. SCHNITZER STEEL INDUSTRIES, INC. RECIPIENT: THE GREENBRIER COMPANIES, INC.: By: Authorized Officer EX-10.1 2 schnex101_20151130-q1.htm RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit Exhibit 10.1 RESTRICTED STOCK UNITAWARD AGREEMENTPursuant to Section Restricted Stock Unit Agreement Page 8 APPENDIX A VESTING OF PERFORMANCE-BASED RSUs FOLLOWING A CHANGE OF CONTROL In the event that a Change of the 1993 Stock Incentive Plan (the "Plan") of Schnitzer Steel Industries, Inc., an Oregon corporation (the "Company"), on October 28, 2015, the Compensation Committee of the Board of Directors Control of the Company authorized occurs prior to August 31, 2016 (the end of the Measurement Period) vesting of Performance-Based RSUs and granted to Tamara L. Lundgren issuance of additional shares based on achievement in excess of target goals shall be governed by this Appendix A: 1. Conversion of Performance-Based RSUs into Time-Vested RSUs. As of the effective date of the Change of Control, all Performance-Based RSUs shall automatically convert into and become time-vested RSUs (the "Recipient") an award of restricted stock units with respect to the Company's Class A Common Stock ("Common Stock"), subject to the terms and conditions of this agreement between "Converted RSUs"), which shall vest in full on August 31, 2016, provided Participant remains employed by the Company and the Recipient (this "Agreement"). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement. through that date. View More
Miscellaneous. (a) This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and shall supersede all prior understandings and agreements, including the Employment Agreement between the parties that expires on December 31, 2013. (b) This Agreement cannot be amended, modified, or supplemented in any respect, except by a subsequent written agreement entered into by the parties hereto. 18 (c) The services to be performed by Employee are special ...and unique; it is agreed that any breach of this Agreement by Employee shall entitle Employer (or any successor or assigns of Employer), in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach. (d) The provisions of paragraphs 3(e), 6 and 8 hereof shall survive the termination of this Agreement.View More
Miscellaneous. (a) This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and shall supersede all prior understandings and agreements, including the Employment Agreement between the parties that expires on is scheduled to expire effective December 31, 2013. (b) 2018. This Agreement cannot be amended, modified, or supplemented in any respect, except by a subsequent written agreement entered into by the parties hereto. 18 (c) The services t...o be performed by Employee are special and unique; it is agreed that any breach of this Agreement by Employee shall entitle Employer (or any successor or assigns of Employer), in addition to any other legal remedies available to it, to apply to any court of competent jurisdiction to enjoin such breach. (d) The provisions of paragraphs 3(e), 6 and 8 hereof shall survive the termination of this Agreement. 9 17. Counterparts. This Agreement may be executed in counterparts (each of which need not be executed by each of the parties), which together shall constitute one and the same instrument. 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 Underwriter shall be given to it at J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention: Equity Syndicate Desk. Notices to the Company shall be given to it at CommScope Holding Company, Inc., 1100 Commscope Place, S.E., Hicko...ry, North Carolina 28602 (fax: (828) 324-2520); Attention: General Counsel. Notices to Carlyle-CommScope Holdings, L.P. ("Carlyle"), as the Selling Stockholder, shall be given to it at The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, District of Columbia 20004-2505, (fax: (202) 729-5266; Attention: R. Rainey Hoffman. Copies of any notice given to the Company or the Selling Stockholder shall be given to Latham & Watkins LLP at 555 Eleventh Street, NW, Suite 1000, Washington, District of Columbia, (fax: (202) 637-2201); Attention: Patrick H. Shannon. (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 applicable to agreements made and to be performed in such state. -34- (c) 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. (d) 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. (e) 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) 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 Underwriter Underwriters shall be given to it at J.P. Morgan Securities Stanley & Co. LLC, 383 1585 Broadway, New York, New York 10036; Attention: Equity Syndicate Desk, with a copy to the Legal Department; and Jefferies LLC, 520 Madison Avenue, New York, New York 10179 10022 (f...ax: (212) 622-8358); (646) 619-4437); Attention: Equity Syndicate Desk. General Counsel. Notices to the Company shall be given to it at CommScope Holding Company, Inc., 1100 Commscope Place, S.E., Hickory, North Carolina 28602 (fax: (828) 324-2520); Attention: General Counsel. Notices to Carlyle-CommScope Holdings, L.P. ("Carlyle"), as the Selling Stockholder, shall be given to it at The Carlyle Group, 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, District of Columbia 20004-2505, (fax: (202) 729-5266; Attention: R. Rainey Hoffman. Copies of any notice given to the Company or the Selling Stockholder shall be given to Latham & Watkins LLP at 555 Eleventh Street, NW, Suite 1000, Washington, District of Columbia, (fax: (202) 637-2201); Attention: Patrick H. Shannon. (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 applicable to agreements made and to be performed in such state. -34- (c) 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. (d) 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. (e) 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- -33- 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
