Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Miscellaneous. (a) Except as provided herein, this option may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee. The Board of Directors may amend, alter, suspend, discontinue or terminate the Plan, or any portion thereof, at any time, subject to the requirements for certain amendments or alterations set forth in the Plan. (b) All notices under this option shall be mailed or delivered by hand to the parties at their respective addresses set forth on the ...opposite side of this Agreement or at such other address as may be designated in writing by either of the parties to one another. (c) This option shall be governed by and construed in accordance with the laws of the State of Delaware and applicable federal law, without regard to applicable conflicts of laws. EX-10.19 3 c716-20151231ex10191eaa4.htm EX-10.19 Ex 1019 Exhibit 10.19 Director Stock Option Agreement Granted Under IDEXX Laboratories, Inc. 2009 Stock Incentive Plan 1. Grant of Option. IDEXX Laboratories, Inc., a Delaware corporation (the "Company"), hereby grants to the member of the Company's Board of Directors named on the opposite side of this Agreement (the "Optionee"), an option, pursuant to the Company's 2009 Stock Incentive Plan (the "Plan"), to purchase, in whole or in part, the number of shares of Common Stock of the Company at a price per share as noted on the opposite side of this Agreement, subject to the terms and conditions of this option, the Plan and the description of the Plan set forth in the Plan Prospectus. The Plan and Prospectus are provided to the Optionee with this Agreement. Defined terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan or the Prospectus. View More

Miscellaneous. Except as expressly set forth herein, the Forbearance Agreement is and shall remain unchanged and in full force and effect, and nothing contained in this Amendment shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights of the Agents or the Subject Lenders, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Forbearance Agreement.

Miscellaneous. 1.2 In this Election the following words and phrases have the following meanings: (a)"Chargeable Event" means, in relation to the Awards: (i)the acquisition of securities pursuant to the Awards (within section 477(3)(a) of ITEPA 2003); (ii)the assignment (if applicable) or release of the Awards in return for consideration (within section 477(3)(b) of ITEPA 2003); (iii)the receipt of a benefit in connection with the Awards, other than a benefit within (i) or (ii) above (within section 477(3)(c) o...f ITEPA 2003); (iv)post-acquisition charges relating to the Awards and/or shares acquired pursuant to the Awards (within section 427 of ITEPA 2003); and/or (v)post-acquisition charges relating to the Awards and/or shares acquired pursuant to the Awards (within section 439 of ITEPA 2003). 1.3 This Election relates to the employer's secondary Class 1 National Insurance Contributions (the "Employer's Liability") which may arise on the occurrence of a Chargeable Event in respect of the Awards pursuant to section 4(4)(a) and/or paragraph 3B(1A) of Schedule 1 of the SSCBA. 1.4 This Election does not apply in relation to any liability, or any part of any liability, arising as a result of regulations being given retrospective effect by virtue of section 4B(2) of either the SSCBA, or the Social Security Contributions and Benefits (Northern Ireland) Act 1992. 1.5 This Election does not apply to the extent that it relates to relevant employment income which is employment income of the earner by virtue of Chapter 3A of Part VII of ITEPA 2003 (employment income: securities with artificially depressed market value). 3.2 The Company hereby reserves for itself and the Employer the right to withhold the transfer of any securities related to the Awards to the Participant until full payment of the Employer's Liability is received. 3.3 The Company agrees to procure the remittance by the Employer of the Employer's Liability to Her Majesty's Revenue & Customs on behalf of the Participant within 14 days after the end of the UK tax month during which the Chargeable Event occurs (or within 17 days after the end of the UK tax month during which the Chargeable Event occurs if payments are made electronically). 4.2 Any reference to the Company and/or the Employer shall include that entity's successors in title and assigns as permitted in accordance with the terms of the Plan and relevant award agreement. 4.3This Election will continue in effect until the earliest of the following: (i)the Participant and the Company agree in writing that it should cease to have effect; (ii)on the date the Company serves written notice on the Participant terminating its effect; (iii)on the date Her Majesty's Revenue & Customs withdraws approval of this Election; or (iv)after due payment of the Employer's Liability in respect of the entirety of the Awards to which this Election relates or could relate, such that the Election ceases to have effect in accordance with its terms. 4.4 This Election will continue in force regardless of whether the Participant ceases to be an employee of the Employer. View More

Miscellaneous. (a) The captions of the paragraphs of this Agreement are for convenience only and shall not be deemed to constitute a part hereof or used in construing the intent of the parties. (b) If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of such provision or the remaining provisions of this Agreement. (c) This Agreement shall not b...e modified or amended except in a writing signed by Debtors and an Authorized Representative of Secured Party. (d) This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts together shall constitute one and the same instrument. (e) All terms as defined herein shall include both the plural and singular, where applicable. (f) All notices or communications given to any Debtor or Secured Party pursuant to the terms of this Agreement shall be in writing and given to such Debtor and Secured Party at the address set forth below. Such written notices and communications shall be delivered by hand or overnight courier service, or mailed by first class mail, postage prepaid, addressed to the parties hereto at the addresses referred to herein or to such other addresses as either party may designate to the other party by a written notice given in accordance with the provisions of this Agreement. (g) This Agreement is in addition to and not in replacement of any other agreement between any Debtor and Secured Party. Executed as of the day and year first above written. View More

Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NE...W YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. (d) The Indenture Trustee shall not be responsible for the validity or sufficiency of this Amendment nor for the recitals herein. View More

Miscellaneous. a) Except as modified by this Amendment No. 1, all terms and conditions of the Purchase Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references in the Purchase Agreement to the "Agreement" shall be deemed to refer to the Purchase Agreement, as amended by this Amendment No.

Miscellaneous. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any manually executed signature page to this Amendment delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature hereto. Section titles and references used in this Amendment shall be w...ithout substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto. This Amendment expresses the entire understanding of the parties with respect to the subject matter hereof and may not be amended except in a writing signed by the parties. View More

Miscellaneous. (a) This Agreement shall be binding upon the parties hereto and their representatives, successors and assigns. (b) This Agreement shall be governed by the laws of, the State of Florida. (c) Any requests or notices to be given hereunder shall be deemed given, and any elections or exercises to be made or accomplished shall be deemed made or accomplished, upon actual delivery thereof to the designated recipient, or three days after deposit thereof in the United States mail, registered, return recei...pt requested and postage prepaid, addressed, if to the Director, at the most recent mailing address provided to the Company in writing, and, if to the Company, to the executive offices of the Company at, 4902 Eisenhower Blvd., Suite 125, Tampa, Florida 33634 or at such other addresses that the parties provide to each other in accordance with the foregoing notice requirements. (d) This Agreement may not be modified except in writing executed by each of the parties to it. (e) This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. (f) Neither this Agreement nor the Stock Options confer upon the Director any right with respect to continuance of services for the Company. View More

Miscellaneous. The terms and provisions of Sections 11, 12, 13, 14, 16, 17 (as amended by this Amendment) and 18 of the Agreement shall apply mutatis mutandis to this Amendment.