Modifications to the Agreement Contract Clauses (276)

Grouped Into 4 Collections of Similar Clauses From Business Contracts

This page contains Modifications to the Agreement clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company rese...rves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Option. View More
Modifications to the Agreement. This Option Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Option Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Option... Agreement, the Company reserves the right to revise this Option Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this with the Option. View More
Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company rese...rves the right to revise amend this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to 23 comply with Code Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection prior to the actual payment of Shares pursuant to this Option. Award of Restricted Stock Units, or if necessary to comply with any applicable laws in the jurisdiction in which Participant resides and/or is rendering services.27. Amendment, Suspension or Termination of the Plan. By accepting this Award, Participant expressly warrants that he or she has received an Award of Restricted Stock Units under the Plan, and that he or she has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. View More
Modifications to the Agreement. This Option Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Option Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Option Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Option... Agreement, the Company reserves the right to revise this Option Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this with the Option. View More
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Modifications to the Agreement. The Plan and this Agreement constitute the entire understanding of the parties on the subjects covered. You expressly warrant that you are not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. All amendments to this Agreement shall be in writing executed by a duly authorized officer of the Company; provided that this Agreement is subject to the power of the Board and/or the Committee to amend this Agreement and the Plan as pr...ovided in the Plan. Notwithstanding the foregoing, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Code Section 409A, to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection with these RSUs. View More
Modifications to the Agreement. The Plan and this Agreement constitute the entire understanding of the parties on the subjects covered. You expressly warrant that you are not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. All amendments to this Agreement shall be in writing executed by a duly authorized officer of the Company; provided that 9 Exhibit 10.31that this Agreement is subject to the power of the Board and/or the Committee to amend this Agreemen...t and the Plan as provided in the Plan. Notwithstanding the foregoing, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Code Section 409A, to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection with these RSUs. View More
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Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agr...eement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option. - 8 - 25. No Waiver. Either party's failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. View More
Modifications to the Agreement. This Award Option Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Option Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Option Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the P...lan or this Award Option Agreement, the Company reserves the right to revise this Award Option Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option. - 8 - 25. No Waiver. Either party's failure to enforce any provision or provisions of this Award Option Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Option Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. View More
Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agr...eement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option. - 8 - 25. 4 13. No Waiver. Either party's failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. View More
Modifications to the Agreement. This Award Option Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Option Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Option Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the P...lan or this Award Option Agreement, the Company reserves the right to revise this Award Option Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection with the Option. - 8 - 25. No Waiver. Either party's failure to enforce any provision or provisions of this Award Option Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Option Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances. View More
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Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. EX-10.1 2 v424505_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VARIAN MEDICAL SYSTEMS, INC. THI...RD AMENDED AND RESTATED 2005 OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. (the "Company") hereby grants the employee ("Employee") named on the Summary of Grant Award (the "Grant Summary"), a nonqualified stock option under the Company's Third Amended and Restated 2005 Omnibus Stock Plan (the "Plan"), to purchase shares of common stock of the Company ("Shares") from the date of this Agreement (the "Grant Date") and expiring on the Expiration. The maximum number of Shares purchasable pursuant to this option ("Shares Granted"), the purchase price per Share and the option expiration date (the "Expiration Date") are stated on the Grant Summary. * However, as provided in the Terms and Conditions of 2005 Omnibus Stock Plan Nonqualified Stock Option attached hereto as Appendix A (US), this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A and of the Plan, the principal features of this option are as follows: Scheduled Vesting Dates: Number of Shares** [INSERT VESTING DATE(S)] [INSERT NUMBER OR PERCENTAGE OF SHARES] * See "Grant Summary" page on the service provider web-site. ** Shares vest in only whole share increments, fractions of shares vest only when they equal whole share increments. Event TriggeringMaximum Time to Exercise Termination of Option:After Triggering Event***: Termination of Service for cause None Termination of Service due to Disability 1 year Termination of Service due to Retirement 3 years Termination of Service due to death 3 years All other Terminations of Service 3 months ***However, in no event may this option be exercised after the Expiration Date. Your acceptance online at the service provider web-site or, when provided, your signature of a copy of this Nonqualified Stock Option Agreement, indicates your agreement and understanding that this option is subject to all of the terms and conditions contained in Appendix A and the Plan. For example, important additional information on vesting and termination of this option is contained in Paragraphs 4 through 6 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A AND THE PLAN, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION. YOU CAN REQUEST A COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN PALO ALTO, CALIFORNIA. APPENDIX A US TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 1. Grant of Option. The Company hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her employment and not in lieu of any salary or other compensation for his or her services, a nonqualified stock option to purchase, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the number of Shares Granted as specified on the "Summary of Grant Award" page of the service provider web-site. View More
Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. A-7 EX-10.1 2 v424505_ex10-1.htm tm2029151d1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 VARIA...N MEDICAL SYSTEMS, INC. THIRD AMENDED AND RESTATED 2005 VAREX IMAGING CORPORATION 2020 OMNIBUS STOCK PLAN NONQUALIFIED STOCK OPTION AGREEMENT Varian Medical Systems, Inc. Varex Imaging Corporation (the "Company") hereby grants the employee ("Employee") (the "Employee") named on the Summary of Grant Award (the "Grant Summary"), Summary") on the Grant Date*, a nonqualified stock option under the Company's Third Amended and Restated 2005 2020 Omnibus Stock Plan (the "Plan"), "Plan") to purchase shares of common stock of the Company ("Shares") from the date of pursuant to this Nonqualified Stock Option Agreement (the "Grant Date") and expiring on the Expiration. "Agreement"). The maximum number of Shares purchasable exercisable pursuant to this option ("Shares Granted"), the purchase price per Share and the option expiration date (the "Expiration Date") are stated on the Grant Summary. * Summary*. However, as provided in the Terms and Conditions of 2005 Omnibus Stock Plan Nonqualified Stock Option attached hereto as Appendix A (US), A, this option may expire earlier than the Expiration Date. Subject to the provisions of Appendix A A, which includes the Country-Specific Addendum, of the Employee's Clawback Agreement, and of the Plan, the principal features of this option are as follows: Scheduled Vesting Dates: Number of Shares** [INSERT VESTING DATE(S)] [INSERT NUMBER OR PERCENTAGE OF SHARES] See "Grant Summary" page on the service provider web-site See "Grant Summary" page on the service provider web-site. * See "Grant Summary" page on the service provider web-site. ** Shares vest in only whole share increments, fractions of shares vest only when they equal whole share increments. Method of Option Exercise This option must be exercised using a cashless method of exercise, whereby a portion of the exercised Shares with a Fair Market Value equal to the purchase price of the exercised Shares, any Tax Related Items (as defined in Appendix A) and any brokers' fees are immediately sold and the remaining Shares are then remitted to the Employee. Event TriggeringMaximum Triggering Maximum Time to Exercise Termination of Option:After Option: After Triggering Event***: Termination of Service for cause None Termination of Service due to Disability 1 year Termination of Service due to Retirement 3 years death Expiration Date Termination of Service due to death 3 years Retirement**** Expiration Date Engagement in Detrimental Conduct***** None All other Terminations of Service 3 months ***However, *** However, in no event may this option be exercised after the Expiration Date. **** "Retirement" for purposes of this Agreement means the Employee has attained a minimum of 55 years of age and has provided a minimum of five (5) years of service as an Employee. ***** Whether the Employee engaged in Detrimental Conduct (as set forth in the Employee's Clawback Agreement) shall be determined by the Committee. Your acceptance online at the service provider web-site or, when provided, your signature of a copy of this Nonqualified Stock Option Agreement, indicates your agreement and understanding that this option is subject to all of the terms and conditions contained in Appendix A A, which includes the Country-Specific Addendum, your Clawback Agreement and the Plan. For example, important additional information on vesting and termination of this option is contained in Paragraphs 4 through 6 of Appendix A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF APPENDIX A A, YOUR CLAWBACK AGREEMENT AND THE PLAN, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION. YOU CAN REQUEST A COPY OF THE PLAN BY CONTACTING THE CORPORATE HUMAN RESOURCES OFFICE IN PALO ALTO, CALIFORNIA. SALT LAKE CITY, UTAH. VAREX IMAGING CORPORATION EMPLOYEE By: Title: [NAME] APPENDIX A US TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION 1. Grant of Option. The Company hereby grants to the Employee under the Plan, as a separate incentive in connection with his or her employment contributions to the Company and not in lieu of any salary or other compensation for his or her services, a nonqualified stock option to purchase, for, on the terms and conditions set forth in this Agreement and the Plan, all or any part of an aggregate of the number of Shares Granted as specified on the "Summary of Grant Award" "Grant Summary" page of the service provider web-site. View More
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