Miscellaneous Contract Clauses (41,182)

Miscellaneous. The masculine pronoun shall be deemed to include the feminine, and the singular number shall be deemed to include the plural unless a different meaning is plainly required by the context. 3 EX-10.11 2 d447638dex1011.htm EX-10.11 EX-10.11 Exhibit 10.11 BJ'S RESTAURANTS, INC. 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (2012 BJ's Gold Standard Stock Ownership Program) This Restricted Stock Unit Agreement (this "AGREEMENT"), is made and entered into as of the Grant Date specified in ...the Equity Award Certificate executed by you and the Company which accompanies and comprises part of this Agreement (the "CERTIFICATE"), by and between BJ's Restaurants, Inc., a California corporation (the "COMPANY"), and the Employee ("GRANTEE") named in the Certificate. Pursuant to the BJ's Restaurants, Inc. 2005 Equity Incentive Plan, as amended or restated from time to time (the "PLAN"), the administrator of the Plan (the "Administrator") has authorized the grant to Grantee of restricted stock units ("RESTRICTED STOCK UNITS" or "AWARD"), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Certain terms of your Award are set forth in the Certificate. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. The Award contemplated by this Agreement and related Certificate is made in connection with your participation in the 2012 BJ's Gold Standard Stock Ownership Program ("GSSOP"). NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the mutual observance of the covenants and promises contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. BASIS FOR AWARD. This Award is made in accordance with Section 11 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to the terms of this Agreement (the "Grant"). View More

Miscellaneous. (a)No Right to Continued Relationship. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his/her continued relationship with the Company, this Agreement does not constitute an express or implied promise of a continued relationship or confer upon the Participant any rights with respect to a continued relationship with the Company. ActiveUS 171341067v.2 (b)Governing Law. This Agreement shall be construed, interpreted and enforced... in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. (c)Participant's Acknowledgments. The Participant acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. ActiveUS 171341067v.2 EX-10.9 2 epzm-ex109_251.htm EX-10.9 epzm-ex109_251.htm Exhibit 10.9 EPIZYME, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") Epizyme, Inc. (the "Company") has selected you to receive an award of restricted stock units ("RSUs") pursuant to the Company's 2013 Stock Incentive Plan (the "Plan"). The terms and conditions attached hereto are also a part hereof. Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan. Notice of Grant Name of recipient (the "Participant"): Grant Date (the "Grant Date"): Number of RSUs Vesting Start Date: Vesting Schedule: All vesting is dependent on the Participant remaining an Eligible Participant, as provided herein. Please confirm your acceptance of this restricted stock unit award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below. EPIZYME, INC. By: Name: Robert B. Bazemore Title: President and CEO Accepted and Agreed: Signature of Participant Street Address City/State/Zip Code ActiveUS 171341067v.2 EPIZYME, Inc. Restricted Stock Unit Award AgreementIncorporated Terms and Conditions The award of RSUs granted to the Participant hereunder is made pursuant to the Plan. The terms and conditions of the award of RSUs made to the Participant, as set forth in the Notice of Grant that forms part of this Agreement (the "Notice of Grant"), are as follows: 1. Grant of Restricted Stock Units. The RSUs are issued to the Participant, effective as of the Grant Date set forth in the Notice of Grant, in consideration of services to be rendered by the Participant to the Company. View More

Miscellaneous. This Guaranty Agreement shall not be amended except in a writing signed by all Parties. Each signatory hereto represents and warrants that he or she is authorized to execute and deliver this Agreement on behalf of the Party for whom he or she is purporting to act. This Guaranty Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same agreement.

Miscellaneous. (a) All other provisions of the Agreement not modified by this Amendment remain in full force and effect. (b) The Agreement and this Amendment contains the entire agreement of the parties, and supersedes all other agreements, discussions or understandings concerning the subject matter. The Agreement may be changed only by an agreement in writing signed by both parties. Choice Hotels International, Inc. Chairman: By: /s/ Patrick Cimerola /s/ Stewart Bainum, Jr. Patrick Cimerola Stewart Bainum, Jr.... Chief Human Resources Officer EX-10.02C 2 chh12312018ex1002c.htm EXHIBIT 10.02C Exhibit Exhibit 10.02CAMENDMENT TO AMENDED AND RESTATED CHAIRMAN'S SERVICES AGREEMENTThis Amendment ("Amendment") is made as of January 1, 2019 by and between Choice Hotels International, Inc. ("Choice"), and Stewart Bainum, Jr. ("Mr. Bainum") and amends that certain Amended and Restated Chairman's Services Agreement dated September 10, 2008 between the parties (as amended, the "Agreement"). NOW, THEREFORE, in consideration of the promises contained in this Amendment, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree to the following terms:1. Compensation. Section 3(a) of the Agreement is deleted and replaced with the following: (a)Base salary of $400,000 per annum payable as follows: (i) $132,000 in cash consideration, paid in bi-weekly installments; and(ii)$268,000 in restricted stock, in the form of a number of restricted shares that have a fair market value on the grant date (determined based on the New York Stock Exchange reported closing price of the stock on the date of the Company's annual stock grant to employees) equal to $268,000, the vesting of which shall occur in three equal installments on the first, second and third anniversary of the grant date.2. Miscellaneous. (a) All other provisions of the Agreement not modified by this Amendment remain in full force and effect. (b) The Agreement and this Amendment contains the entire agreement of the parties, and supersedes all other agreements, discussions or understandings concerning the subject matter. The Agreement may be changed only by an agreement in writing signed by both parties. Choice Hotels International, Inc. Chairman: By: /s/ Patrick Cimerola /s/ Stewart Bainum, Jr. Patrick Cimerola Stewart Bainum, Jr. Chief Human Resources Officer View More

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to New York conflicts of law principles. Any judicial proceeding brought under this Agreement or any dispute arising out of this Agreement or any matter related hereto shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern District of New York. (b) All notices, requests, consents and other communicati...ons hereunder shall be in writing, shall be sent by confirmed facsimile or electronic mail, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile or electronic mail transmission, or when so received in the case of mail or courier, and addressed as follows: (a) if to the Company, to, Aeluma, Inc.,27 Castillian Drive, Goleta, CA 93117, Attention: Jonathan Klamkin, CEO,, E-mail:klamkin@biondphotonics.com, with a copy to (which shall not constitute notice) Hunter Taubman Fischer & Li LLC,800 Third Avenue,Suite 2800, New York, NY 10022, Attention: Lou Taubman,E-mail:ltaubman&htflawyers.com; and (b) if to the Warrantholder, at such address or addresses (including copies to counsel) as set forth below. (c) The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provisions. View More

Miscellaneous. These Terms and Conditions and other portions of 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) except as permitted under Sections 7 and 8 of the Plan, may not be amended without the written consent of both the Company and the Participant.

Miscellaneous. This Plan and all awards shall be construed in accordance with and governed by the laws of the State of Minnesota, without regard to its conflict of law provisions. Payments under this Incentive Bonus Plan shall be unsecured, unfunded obligations of the Company. To the extent a participant has any rights under this Incentive Bonus Plan, the participant's rights shall be those of a general unsecured creditor of the Company. 2 SCHEDULE A EBITDA Portion of Potential Fiscal Year 2016 Incentive Bonus...es: Bonus Level Minimum Total EBITDA Bonus as Percentage of Target Variable Compensation for Executive A 80% of Target 0 % B 90% of Target 50 % C 100% of Target 100 % D 110% of Target 120 % E 150% of Target 150 % EX-10.2 2 a16-6508_1ex10d2.htm EX-10.2 EXHIBIT 10.2 INSIGNIA SYSTEMS, INC. 2016 EXECUTIVE OFFICER INCENTIVE BONUS PLAN 1. Purpose. The purpose of the Executive Officer Incentive Bonus Plan (hereinafter the "Incentive Bonus Plan" or the "Plan) is to assist Insignia Systems, Inc. (the "Company") in retaining and motivating certain officers of the Company for its benefit and that of its shareholders. View More

Miscellaneous. The Committee may from time to time amend the Plan in any way it deems to be advisable; provided that (i) no such amendment shall materially and adversely affect the rights of any Participant (or former Participant) under the Plan without that Participant's (or former Participant's, as the case may be) consent and (ii) no amendment may be made to the Plan in any respect during the Change in Control Term. Neither the failure nor any delay on the part of a party to exercise any right, remedy, powe...r or privilege under the Plan shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by the Corporation which are not expressly set forth in the Plan. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. The Corporation may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to the Plan such federal, state and local 17 income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Any obligations of the Corporation under Sections 4 and 6 shall survive the expiration of the Term. The section headings contained in the Plan are for convenience only, and shall not affect the interpretation of the Plan. View More

Miscellaneous. The Exhibits to this Agreement and the Joinders are an integral and supplementary part hereof. 10.2 Irrevocability; Binding Effect. The obligations undertaken in this Agreement are irrevocable and binding on the Parties and their successors, in any capacity, to full compliance therewith. 10.3 Amendment. Any amendment hereto will only be deemed valid if made in writing, in a proper instrument executed by the Parties, subject to the Intercreditor Agreement. 10.4 Severability. The invalidity or nul...lity, in whole or in part, of any of the sections of this Agreement shall not affect any other sections hereof, which shall remain valid and effective until compliance by the Parties with all their obligations set forth herein. 10.5 No Waiver or Loss of Right. Any tolerance, partial exercise or concession among the Parties shall be deemed mere liberality rather than waiver or loss of any right, entitlement, privilege, prerogative or powers granted (including power of attorney) and shall not result in novation, amendment, compromise, remission, modification or reduction of the rights and obligations arising out of this Agreement. 10.6 Extrajudicial Enforcement Instrument. The Borrower and the Guarantors acknowledge this Agreement as an extrajudicial enforcement instrument (título executivo extrajudicial), pursuant to article 784, clause III, of the Civil Procedure Code. 10.7 Specific Performance. For the purposes of this Agreement, the Initial Lenders may, in their sole discretion, seek specific performance of the obligations assumed hereunder by the Borrower and the Guarantors, pursuant to the provisions of articles 497 et seq., 538 and the provisions on the several enforcement types (article 797 et seq. ), of the Civil Procedure Code, notwithstanding the right to accelerate the Total Obligations. 10.8 Other Benefits and Protections. In exercising its rights provided for herein, the Initial Lenders shall have all benefits and protections granted to them in the other Loan Documents. 10.9 Set-off. Each of the Borrower and the Brazilian Guarantors hereby authorizes the Lender to set-off any amounts owed to it by the Borrower or such Brazilian Guarantor to with any amounts owed by the Lender to the Borrower or such Brazilian Guarantor, as the case may be, thus applying the set-off pursuant to article 368 et seq. of the Civil Code. 39 10.10 Credit Information System. The Borrower represents that it will account this transaction in accordance with the accounting principles accepted in Brazil and authorizes the supply of information relating to the obligations undertaken herein or arising out of any credit transactions granted to it for registration in the Credit Information System of the Central Bank, as required by the Applicable Law. 10.11 Record Data. The Borrower and the Brazilian Guarantors hereby AUTHORIZE the Affiliates of the Lender and of the Administrative Agent, in Brazil and abroad, to ACCESS all their RECORD DATA and to obtain information of the Borrower and/or the Brazilian Guarantors relating to transactions carried out with any of the companies of the Lender and the Administrative Agent, for the purpose of (i) processing said information in operating systems pursuant to the law of the location where it shall be processed; and (ii) exchanging information with positive and negative credit systems and entities that provide credit information and restrictions registrations. The Borrower and any such companies controlling, controlled by or under common control with the Borrower, and its subsidiaries, representation offices, agents, and third parties may transfer or disclose any information relating to the Loan Documents, if such is required by law, court of law, regulatory agency, any authority or legal proceeding (that including administrative procedures and requests by the Internal Revenue Services). View More

Miscellaneous. (a)The paragraph headings used herein are intended for reference purposes only and shall not be considered in the interpretation of the terms and conditions hereof. (b)The terms and conditions of this Fifteenth Amendment shall be binding upon and shall inure to the benefit of the parties hereto, their successors and permitted assigns. (c)This Fifteenth Amendment may be executed in any number of counterparts, and by Lender, ADES and Borrower on separate counterparts, each of which, when so execut...ed and delivered, shall be an original, but all of which shall together constitute one and the same agreement. (d)Except as expressly modified by this Fifteenth Amendment, the Loan Agreement shall remain in full force and effect and shall be enforceable in accordance with its terms. (e)This Fifteenth Amendment and the Loan Agreement constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, understandings, and agreements between such parties with respect to such subject matter. (f)This Fifteenth Amendment, and the transactions evidenced hereby, shall be governed by, and construed under, the internal laws of the State of Colorado, without regard to principles of conflicts of law, as the same may from time to time be in effect, including, without limitation, the Uniform Commercial Code as in effect in the State of Colorado. View More