Notices Clause Example with 39 Variations from Business Contracts
This page contains Notices clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the othe...r in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. 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 the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration.View More
Variations of a "Notices" Clause from Business Contracts
Notices. For the purpose of this Agreement, notices All notices, requests, demands and all other communications provided for in the which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered received if personally delivered; when transmitted if transmitted by telecopy; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., FedEx); and upon receipt, if sent by ...certified or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if requested. All notices, requests, demands and other communications shall be addressed to the Executive, respective addresses set forth on the first page of this Agreement, provided that all notices to the most recent address shown in Corporation shall be directed to the personnel records attention of the Company and, if Board with a copy to the Company, to Secretary of the address set forth below, Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. receipt. The parties may agree in writing to provide notices, requests, demands and other communications through email.10. Miscellaneous. 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 the Executive you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, of or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement. The section headings contained in this Agreement are for convenience only, and shall supersede any agreement setting forth not affect the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance interpretation of this Agreement shall be governed by the laws of the State of Kansas. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. Agreement. View More
Notices. For the purpose of this Agreement, all notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed, if addressed to the Executive, respective addresses set forth on the first page of this Agreement, provided that all notices to the most recent address shown in Company shall be directed to the personnel ...records attention of the Company and, if Board with a copy to the President of the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, this Agreement, except that notice of a change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. 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 the Executive and such officer as may be specifically designated by the Board. on receipt. 1 7.2 No waiver by either party hereto to this Agreement at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other 7.3 No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which of this Agreement have been made by either party; provided, however, party that are not expressly set forth in this Agreement. 7.4 Nothing in this Agreement shall supersede is intended to reduce any benefits payable to You under any other agreement setting forth the terms and conditions of the Executive's employment You may have with the Company only or in the event that, following the Merger, the Executive's employment with the any Company is terminated by the Company other than for Cause or by the Executive for Good Reason. plan in which You may participate. 7.5 The validity, interpretation, construction construction, and performance of this Agreement shall be governed by the law of New Jersey without reference to its conflict of laws of the State of Kansas. principles. 7.6 All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding or deduction required under federal, state or local law and any additional withholding to which the Executive has agreed. law. 7.7 The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after Section 4 shall survive the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. term of this Agreement. View More
Notices. For the purpose of this Agreement, notices All notices, requests, demands and all other communications provided for in the which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered received if personally delivered; when transmitted if transmitted by telecopy; the day after it is sent, if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., FedEx); and upon receipt, if sent by ...certified or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if requested. All notices, requests, 12 demands and other communications shall be addressed to the Executive, respective addresses set forth on the first page of this Agreement, provided that all notices to the most recent address shown in Corporation shall be directed to the personnel records attention of the Company and, if Board with a copy to the Company, to Secretary of the address set forth below, Corporation, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. receipt. The parties may agree in writing to provide notices, requests, demands and other communications through email.11. Miscellaneous. 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 the Executive you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, of or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Agreement. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. law. The obligations of the Company Corporation under Sections 4 and the Executive under this Agreement which by their nature may require either partial or total performance after 5 shall survive the expiration of the Term (including, without limitation, those term of this Agreement. Your obligations under Sections 8 hereof) 6.2 and 6.3 shall survive such expiration. the expiration of the term of this Agreement. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. View More
Notices. For the purpose purposes of this Agreement, notices and all other communications provided for in the this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, prepaid and addressed to the address of the respective party set forth below, on the firs...t page of this Agreement, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or President of the Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. receipt. Page 8 10. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification modification, waiver or discharge is agreed to in a writing and signed by you and the Executive and such officer as may be specifically designated by Chairman of the Board. Board or President of the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration. Oregon. View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if addressed to the Executive, to the most recent address shown in the personnel records of the Company and, if to the Company, to the address respective addresses set forth below, or to such other address as either ...party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, USA Truck, Inc. [ADDRESS] 3201 Industrial Park Road Van Buren, Arkansas 72956 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. President To the Executive: [Name] [Address] 12. Miscellaneous. No provision of this Agreement may be modified, waived waived, or discharged unless such waiver, modification modification, or discharge is agreed to in writing and signed by the Executive and such an officer as may be of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 hereof) shall survive such expiration.View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if addressed to the Executive, respective addresses set forth on the first page of this Agreement, provided that all notices to the most recent address shown in Company shall be directed to the personnel records atte...ntion of the Company and, if to Office of the Vice PresidentGeneral Counsel of the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. receipt. 9 7. Miscellaneous. 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 the Executive you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that party which are not expressly set forth in this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by the Executive for Good Reason. Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. New York, including Section 198 (1a) of the New York Labor Law. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. law. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after Section 4 shall survive the expiration of the Term (including, without limitation, those under Sections 8 hereof) term of this Agreement. The parties intend that this Agreement shall survive such expiration. comply with Section 409A to the extent any payments hereunder are subject to Section 409A. View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address a...s either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell Meridian Bioscience, Inc. 3471 River Hills Drive Cincinnati, Ohio 45244 Attention: Chief Executive Officer With a required copy (which shall not constitute notice) to: Keating Muething & Reed Financial, Inc. [ADDRESS] Klekamp PLL One East Fourth Street, Suite 1400 Cincinnati, Ohio 45202 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. James M. Jansing and F. Mark Reuter 11. Miscellaneous. 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 the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Ohio. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to IRS or SEC regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. 12. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the his most recent address shown in on the personnel books and records of the Company at the time notice is given and, if to the Company, to the address set forth below, or to such other address a...s either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell LSI Industries Inc. 10000 Alliance Road Cincinnati, Ohio 45242 Attention: General Counsel With a required copy (which shall not constitute notice) to: Keating Muething & Reed Financial, Inc. [ADDRESS] Klekamp PLL One East Fourth Street, Suite 1400 Cincinnati, Ohio 45202 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Mark Reuter 11. Miscellaneous. 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 the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to constitutes the entire agreement of the parties concerning the specific subject matter hereof which have been made addressed by either party; provided, however, that this Agreement shall supersede any agreement setting forth and supersedes all prior agreements addressing the terms and conditions contained herein. Except as set forth in Sections 5.4, 5.5 and 5.6, nothing in this Agreement is intended to amend or otherwise alter the change in control provisions or any other provisions of any (a) stock option or other compensation or incentive award that may heretofore have been or may hereafter be granted to the Executive's employment with the Company only Executive, or (b) employee benefit or fringe benefit plan in the event that, following the Merger, the Executive's employment with the Company is terminated by the Company other than for Cause or by which the Executive for Good Reason. may heretofore have been or may hereafter be a participant. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Ohio. All references to sections of the Code or the Exchange Act shall be deemed also to refer to any successor provisions to such sections. sections and to United States Internal Revenue Service or United States Securities and Exchange Commission regulations and official guidance published thereunder. Any payments provided for hereunder shall be paid net of subject to any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in inserted below the personnel records of Executive's signature on the Company final page hereof and, if to the Company, to the address set forth below, or to such ot...her address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell & Reed Financial, Inc. [ADDRESS] Barnes Group Inc.123 Main StreetBristol, CT 06010 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. Dawn N. EdwardsSenior Vice President, Human Resources 11. Miscellaneous. 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 the Executive and such officer as may be specifically designated by the Board. Notwithstanding the preceding sentence, the Company may unilaterally amend this Agreement in whole or in part before a Change in Control or Potential Change in Control occurs, in such respects as the Company may determine to be to be necessary, advisable or expedient to plan for, respond to, comply with or reflect Section 409A of the Code, and the Executive hereby consents to any amendments that the Company may make pursuant to this sentence. For the avoidance of doubt, the preceding sentence is not intended to authorize or constitute the Executive's consent to any amendment that would constitute a modification or extension of a stock option within the meaning of Treasury Regulation section 1.409A-1(b)(5)(v), and, if and to the extent that, notwithstanding the foregoing, anything therein would be interpreted or construed to authorize or constitute the Executive's consent to any such amendment, then to that extent the authorization or consent is hereby rescinded. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that, that the Executive has a Separation from Service following a Change in Control, and such Separation from Service is an involuntary Separation from Service (within the Merger, the Executive's employment with the Company is terminated meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or is a Separation from Service by the Executive for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Connecticut. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. View More
Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the most recent address shown in the personnel records of on file with the Company and, if to the Company, to the address set forth below, or to such other address as either party may have furnishe...d to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: To the Company: Waddell Stanley Black & Reed Financial, Decker, Inc. [ADDRESS] 1000 Stanley Drive New Britain, Connecticut 06053 Attention: [TITLE] 14. Miscellaneous; Amendment of Related Agreements. General Counsel 12. Miscellaneous. 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 the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company (including, without limitation, the Retirement Agreement) only in the event that, following the Merger, that the Executive's employment with the Company is terminated during the Term on or following a Change in Control (or deemed to have been so terminated), by the Company other than for Cause Cause, death or Disability or by the Executive for Good Reason. Notwithstanding the foregoing, this Agreement shall not supersede Sections 3(b), 3(c), 3(d), 3(e), 3(g), 3(h) or 4(a)-4(f) of the Retirement Agreement, which provisions shall apply as if set forth herein (it being agreed that the Executive shall be treated as having remained employed until April 30, 2017 if his employment is terminated by the Company other than for Cause, death or Disability or by the Executive for Good Reason in connection with a Change in Control). To the extent that this Agreement does not supersede the Retirement Agreement but provides payments or benefits in excess of those to which the Executive is entitled under the Retirement Agreement, the Executive shall be entitled to (i) such excess payments and benefits and (ii) payments and benefits due pursuant to the Retirement Agreement. Further, to the extent this Agreement does not supersede the Retirement Agreement or any other agreement setting forth the terms and conditions of the Executive's employment with the Company, it shall not result in any duplication of benefits to the Executive. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Kansas. Connecticut, without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 8 6 and 7 hereof) shall survive such expiration. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. View More
