Miscellaneous Contract Clauses (41,182)

Miscellaneous. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

Miscellaneous. 10.2 Headings are included for reference purposes only and are not to be used in interpreting this Agreement. 10.3 This Agreement is a personal employment agreement and therefore no collective bargaining agreements whatsoever shall apply with respect to the relationship between the parties hereto. 10.4 No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party's rights and powers under this Agreement, or operate as... a waiver of any breach or nonperformance by either party of any terms or conditions hereof. 10.5 Any determination of the invalidity or unenforceability of any provision of the Agreement shall not affect the remaining provisions hereof unless the business purpose of this Agreement is substantially frustrated thereby. 10.6 This Agreement is personal and non-assignable by Employee. It shall inure to the benefit of any corporation or other entity with which the Company shall merge or consolidate or to which the Company shall lease or sell all or substantially all of its assets, and may be assigned by the Company to any affiliate of the Company or to any corporation or entity with which such affiliate shall merge or consolidate or which shall lease or acquire all or substantially all of the assets of such affiliate. Any assignee must assume all the obligations of the Company hereunder, but such assignment and assumption shall not serve as a release of the Company. 10.7 This Agreement and any annexes thereto constitute an "employee notice" as required under the Employee's Notice (Terms of Employment) Law - 2002. 10.8 This Agreement, including any annexes thereto, constitutes the entire understanding and agreement between the parties hereto, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both parties hereto. 10.9 It is hereby agreed between the parties that this Agreement shall be governed by and construed according to the laws of the State of Israel. Any dispute arising under or relating to this Agreement or any transactions contemplated herein shall be resolved by the courts of Tel Aviv, and each of the parties hereby submits irrevocably to the exclusive jurisdiction of such venue. {Remainder of Page Intentionally Left Blank. View More

Miscellaneous. (a) Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, as applicable, the Company and the Consultant and their respective personal or legal representatives, executors, administrators, successors, assigns, heirs, distributees, and legatees. This Agreement is personal in nature, and the Consultant shall not, without the written consent of the Company, assign, transfer, or delegate this Agreement or any rights or obligations hereunder. (b) ...Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to such state's laws and principles regarding the conflict of laws. (c) Venue. Any legal action to enforce this Agreement shall be brought in the state court of Florida, in and for Lee County, Florida. Prior to the commencement of any legal action, the parties shall first attend mediation with a mediator mutually agreed to by the parties, which shall be conducted in Lee County, Florida. In the event legal action is commenced prior to attending mediation, such action shall be stayed until a mediation conference has been conducted. (d) Prevailing Party Attorneys' Fees. In any legal action to enforce the terms of this Agreement, the prevailing party in such action shall be entitled to recover its reasonable attorneys' fees and costs from the other party. (e) Amendment; Entire Agreement. No provision of this Agreement may be amended, modified, waived, or discharged unless such amendment, waiver, modification, or discharge is agreed to in writing and such writing is signed by the Company and the Consultant. From and after the Resignation Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof. (f) Notice. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Consultant: Kenneth Smith, 6381 Tidewater Circle, Fort Myers, FL 33908 If to the Company: Alico, Inc. 10070 Daniels Interstate Court -8- Fort Myers, Florida 33913 Attention: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (g) Headings. The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (h) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. View More

Miscellaneous. This Award Terms Summary shall not, and no provision of this Award Terms Summary shall be construed or interpreted to, create any right to be employed by or to provide services to or to continue your employment with or to continue providing services to the Company, or the Company's affiliates, Parent or Subsidiaries or their affiliates. (b) Community Property. Each spouse individually is bound by, and such spouse's interest, if any, in the grant of your Option or in any Shares of Common Stock is... subject to, the terms of this Award Terms Summary. Nothing in this Award Terms Summary shall create a community property interest where none otherwise exists. (c) Amendment for Code Section 409A. This Incentive Award is intended to be exempt from Code Section 409A. If the Committee determines that this Incentive Award may be subject to Code Section 409A, the Committee may, in its sole discretion, amend the terms and conditions of this Award Terms Summary to the extent necessary to comply with Code Section 409A. If you have any questions regarding your Option or would like to obtain additional information about the Plan or the Committee, please contact the Company's General Counsel, Bristow Group Inc., 2103 City West Blvd., 4th Floor, Houston, Texas 77042 (telephone (713) 267-7600). This Award Terms Summary, the Plan and any other related documents should be retained in your files for future reference. EX-10.1 2 d740029dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Summary of Terms and Conditions of Nonqualified Stock Option Award June 4, 2014 Effective as of the date thereof (the "Award Date"), Bristow Group Inc. (the "Company") hereby grants to you a nonqualified stock option ("Option") to purchase the number of Shares of common stock of the Company, $.01 par value ("Common Stock"), set forth on the website of the Company's Plan administrator (your "Option") and issued in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan (the "Plan"). Your Option Award is more fully described below in this Summary of the Terms and Conditions of your Option Award (the "Award Terms Summary"). Any capitalized term used and not defined in this Award Terms Summary has the meaning set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this Award Terms Summary, the terms of the Plan control. The price at which you may purchase the Shares of Common Stock covered by your Option is $74.37 per Share ("Exercise Price") which is the Fair Market Value of a Share of Common Stock on the Award Date. Your Option will expire on June 4, 2024 ("Expiration Date"), and will become vested ratably and exercisable in equal installments (the "Number of Shares Exercisable") on June 4, 2015, June 4, 2016 and June 4, 2017, provided that you have been continuously employed by the Company from the Award Date through the respective "Vesting Date." Note that in most circumstances, on the date(s) you exercise your Option, the difference between the exercise price and the Fair Market Value of the stock on the date of exercise multiplied by the number of Shares you purchase, will be taxable income to you. You should closely review the Plan Prospectus for important details about the tax treatment of your Option. Your Option Award is subject to the terms and conditions set forth in the enclosed Plan, this Award Terms Summary, the Prospectus for the Plan, and any rules and regulations adopted by the Compensation Committee of the Company's Board of Directors. This Award Terms Summary, the Plan and any other attachments should be retained in your files for future reference. The Exercise Price of your Option may not be reduced, except as otherwise provided in Section 5.5 of the Plan and provided further that any such reduction does not cause your Option to become subject to Code Section 409A. View More

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by both Parties. No waiver by either Party at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party (whether express or implied), or breach or default thereof, shall be deemed a continuing waiver of similar or dissimilar provisions or conditions at the s...ame or at any prior or subsequent time. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed and enforced in all respects by the laws of the State of New York without regard to its conflicts of law principles, except Section 5-1401 of the New York General Obligations Law. Unless the context clearly indicates otherwise, where appropriate the singular shall include the plural and the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms defined herein and/or the terms otherwise used in this Agreement the proper meanings. View More

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in wri...ting and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If the Company, to Casey's General Stores, Inc., P. O. Box 3001, One Convenience Blvd., Ankeny, Iowa 50021, Attention: President; and if to Lamberti, to his address appearing on the books of the Company, or to his residence, or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Company's or Lamberti's failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof. (f) This Agreement contains the entire understanding of the Company and Lamberti with respect to the subject matter hereof. The Original Agreement between Lamberti and the Company, as defined in the preambles hereof, is hereby terminated and shall be of no further force or effect. 15 (g) No change, amendment or modification of this Agreement shall be valid unless the same be in writing and signed by the Company and Lamberti. (h) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument with the same force and effect as if all the parties had executed the same document. View More

Miscellaneous. Neither you nor any person claiming under or through you shall have any right or interest, whether vested or otherwise, in the Plan or the Award, unless and until all of the terms, conditions and provisions of the Plan and this Agreement shall have been complied with. In addition, neither the adoption of the Plan nor the execution of this Agreement shall in any way affect the rights and powers of any person to dismiss or discharge you at any time from employment with the American Express compani...es. Notwithstanding anything herein to the contrary, neither the Company nor any of its Affiliates (as that term is defined in the Plan) nor their respective officers, directors, employees or agents shall have any liability to you (or those claiming under or through you) under the Plan, this Agreement or otherwise on account of any action taken, or decision not to take any action made, by any of the foregoing persons with respect to the business or operations of the Company or any of its Affiliates (as that term is defined in the Plan), despite the fact that any such action or decision may adversely affect in any way whatsoever the financial or other measures or amounts which are accrued or payable or any of your other rights or interests under this Agreement. View More

Miscellaneous. (a) The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in su...ch court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment. (b) Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. 22 (c) This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. (d) 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) 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. (f) For purposes of this Agreement, (i) except where otherwise expressly provided, the term "affiliate" has the meaning set forth in Rule 405; (ii) the term "business day" means any day other than a day on which banks are permitted or required to be closed in New York City; (iii) the term "subsidiary" has the meaning set forth in Rule 405; (iv) the term "written communication" has the meaning set forth in Rule 405. View More

Miscellaneous. The validity, interpretation, construction and performance of this Second Amendment shall be governed by the laws of the State of Florida, without regard to its conflicts of law principles. Except as specifically amended by this Second Amendment, the Employment Agreement, as amended by the First Amendment, shall remain unaffected and in full force and effect.

Miscellaneous. 8.1.Headings. 8.2.Severability. 8.3.Counterparts. 8.4.Entire Agreement. 8.5.Amendments; Assignment. 8.6.Time of Essence. 8.7.Governing Law. 8.8.Binding Agreement. 8.9.Attorneys' Fees. 8.10.No Presumption.