Grouped Into 11 Collections of Similar Clauses From Business Contracts
This page contains Other clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Other. Except as expressly provided in this Agreement, (a) this Agreement supersedes all other understandings and agreements, oral or written, between the parties and constitutes the sole agreement between the parties with respect to its subject matter, (b) no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, and (c) no agreement, statement or promise not contained in t...he Agreement shall be valid or binding on the parties. No change or modification of this Agreement shall be valid or binding on the parties unless such change or modification is in writing and is signed by the parties. Employee's or the Company's waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by the other party. If a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. This Agreement is intended to avoid all litigation relating to Employee's employment with the Company and his separation therefrom; therefore, it is not to be construed as the Company's admission of any liability to him, liability which the Company denies. This Agreement shall apply to, be binding upon and inure to the benefit of the parties' successors, assigns, heirs and other representatives and be governed by North Carolina law (without regard to its conflicts of laws provisions) and the applicable provisions of federal law, including but not limited to ADEA.View More
Other. Except as expressly provided in this Agreement, (a) this Agreement supersedes all other understandings and agreements, oral or written, between the parties and constitutes the sole agreement between the parties with respect to its subject matter, (b) matter; provided that, nothing in this Agreement does or shall be construed to supersede Executive's rights with respect to the DCP and vested rights under the LTPP or any restricted stock unit or option award, if any. Each party acknowledges that n...o representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, Agreement and (c) no agreement, statement or promise not contained in the Agreement shall be valid or binding on the parties. No change or modification of this Agreement shall be valid or binding on the parties unless such change or modification is in writing and is signed by the parties. Employee's Executive's or the Company's waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by the other party. If a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. This Agreement is intended to avoid all litigation relating to Employee's employment with the Company and his separation therefrom; therefore, it is not to be construed as the Company's admission of any liability to him, liability which the Company denies. This Agreement shall apply to, be binding upon and inure to the benefit of the parties' successors, assigns, heirs and other representatives and be governed by North Carolina law (without regard to its conflicts of laws provisions) and the applicable provisions of federal law, including but not limited to ADEA.View More
Other. Except as expressly provided in this Agreement, (a) Agreement and except for the Confidentiality Agreement and the Equity Agreements, this Agreement supersedes all other understandings and agreements, oral or written, between the parties Parties and constitutes the sole agreement between the parties Parties with respect to its subject matter, (b) matter. For avoidance of doubt, this Agreement does not supersede the Equity Agreements. The Parties acknowledge that no representations, inducements, ...promises promises, or agreements, oral or written, have been made by any party of the Parties or by anyone acting on behalf of any party, which of the Parties that are not embodied in this Agreement, and (c) no agreement, statement or promise not contained or described in the this Agreement shall be valid or binding on the parties. Parties. No change or modification of this Agreement shall be valid or binding on the parties Parties unless such change or modification is in writing and is signed by the parties. Parties. Employee's or the Company's waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by the other party. Party. If a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal illegal, or unenforceable, that invalidity, illegality illegality, or unenforceability shall not affect any other provision in this Agreement. 6 This Agreement is intended to avoid all litigation relating to Employee's employment with the Company and his Employee's separation therefrom; therefore, it is not to be construed as the Company's admission of any liability to him, Employee – liability which that the Company denies. This Agreement shall apply to, be binding upon upon, and inure to the benefit of the parties' Parties' successors, assigns, heirs heirs, and other representatives and be governed by North Carolina law (without law, without regard to its the conflicts of laws provisions) principles thereof, and the applicable provisions of federal law, including but not limited law. The state and federal courts in North Carolina shall be the exclusive venues for the adjudication of all disputes arising out of this Agreement, and Employee consents to ADEA. the exercise of personal jurisdiction over Employee in any such adjudication and hereby waives any and all objections and defenses to the exercise of such personal jurisdiction. CAUTION! READ BEFORE SIGNING. THIS AGREEMENT CONTAINS A RELEASE OF ALL CLAIMS. View More
Other. Except as expressly provided in this Agreement, (a) this Agreement supersedes all other understandings and agreements, oral or written, between the parties and constitutes the sole agreement between the parties with respect to its subject matter, (b) matter. Each party acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, Agreement and (c) no agr...eement, statement or promise not contained in the Agreement shall be valid or binding on the parties. No change or modification of this Agreement shall be valid or binding on the parties unless such change or modification is in writing and is signed by the parties. Employee's Executive's or the Company's waiver of any breach of a provision of this Agreement shall not waive any subsequent breach by the other party. If a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. This Agreement is intended to avoid all litigation relating to Employee's employment with the Company and his separation therefrom; therefore, it is not to be construed as the Company's admission of any liability to him, liability which the Company denies. This Agreement shall apply to, be binding upon and inure to the benefit of the parties' successors, assigns, heirs and other representatives and be governed by North Carolina law (without regard to its conflicts of laws provisions) and the applicable provisions of federal law, including but not limited to ADEA.View More
Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment. This Award is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation. This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice o...f law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction. Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts. 8 EX-10.7 6 d471937dex107.htm EXHIBIT 10.7 - 2018 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT EXHIBIT 10.7 - 2018 Form of Performance Stock Unit Award Agreement Exhibit 10.7 2018 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT [3-Year Performance Period] [Name] Congratulations! On , [2018], Leggett & Platt, Incorporated (the "Company") granted you a Performance Stock Unit Award (the "Award") under the Company's Flexible Stock Plan (the "Plan"). The Award is granted subject to the enclosed Terms and Conditions – Performance Stock Unit Award ([2018-2020]) (the "Terms and Conditions"). You have been granted a base award of [ ] Performance Stock Units. The number of PSUs for your base Award was determined by multiplying your current annual base salary by your Award multiple (set by Senior Management and approved by the Compensation Committee), and dividing this amount by the average closing share price of the Company's stock for the 10 business days following the [2017] fourth quarter earnings release. A percentage of your base award will vest on December 31, [2020] and will be paid out by March 15, [2021]. Fifty percent of your vested Award will be paid out in cash, and the Company intends to pay out the remaining 50% in shares of the Company's common stock. As described in the Terms and Conditions, the payout you ultimately receive from this Award depends on the level of achievement of two performance objectives: 50% of your Award will vest based upon on the Company's Total Shareholder Return compared to our Peer Group ("Relative TSR"), and 50% of your Award will vest based upon [the Company's] [the Segment's] compound annual growth rate of Earnings Before Interest and Taxes ("EBIT CAGR"), according to the schedules below. Relative TSRPercentile Relative TSRVesting % EBIT CAGR% EBIT CAGRVesting % 25% 25% 30% 35% 35% 45% 40% 55% 45% 65% 50% 75% 2% 75% 55% 100% 4% 100% 60% 125% 6% 125% 65% 150% 8% 150% 70% 175% 10% 175% 75% 200% 12% 200% You are not required to accept the Award. By signing below, you confirm that you understand and agree that this Award of Performance Stock Units is granted in exchange for you agreeing to the Terms and Conditions and the Plan, that the Terms and Conditions are included in this Agreement by reference, and that you are not otherwise entitled to the Award. A summary of the Plan and the Company's most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department. Accepted and Agreed: Date: This award letter and the enclosed materials are part of a prospectus covering securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. TERMS AND CONDITIONS - PERFORMANCE STOCK UNIT AWARD [2018-2020] 1. Performance Period. Your payout under this Performance Stock Unit Award (the "Award") will depend on (i) the base award shown on your Award Agreement and (ii) the Company's, or applicable Segment's, performance during the three-year period beginning January 1, [2018] and ending December 31, [2020] (the "Performance Period").View More
Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment. This Award is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation. 7 This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice... of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction. Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts. 8 EX-10.7 6 d471937dex107.htm EXHIBIT 10.7 - 2018 EX-10.8 4 d785510dex108.htm 2020 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT 2020 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT EXHIBIT 10.7 - 2018 Form of Performance Stock Unit Award Agreement Exhibit 10.7 2018 10.8 2020 FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT Relative TSR and EBIT CAGR [3-Year Performance Period] [Name] Congratulations! On , [2018], _____________, [2020], Leggett & Platt, Incorporated (the "Company") granted you a Performance Stock Unit Award (the "Award") under the Company's Flexible Stock Plan (the "Plan"). The Award is granted subject to the enclosed Terms and Conditions – [2020-2022] Performance Stock Unit Award ([2018-2020]) – Relative TSR and EBIT CAGR (the "Terms and Conditions"). You have been granted a base award of [ ] Performance Stock Units. The number of PSUs for your base Award was determined by multiplying your current annual base salary by your Award multiple (set by Senior Management and approved by the Compensation Committee), Committee) and dividing this amount by the average closing share price of the Company's stock for the 10 business trading days following the [2017] [2019] fourth quarter earnings release. A percentage of your base award will vest on December 31, [2020] [2022] and will be paid out by March 15, [2021]. [2023]. Fifty percent of your vested Award will be paid out in cash, and the Company intends to pay out the remaining 50% in shares of the Company's common stock. As described in the Terms and Conditions, the payout you ultimately receive from this Award depends on the level of achievement of two performance objectives: 50% of your Award will vest based upon on the Company's Total Shareholder Return compared to our Peer Group ("Relative TSR"), and 50% of your Award will vest based upon [the Company's] [the XXX Segment's] compound annual growth rate of Earnings Before Interest and Taxes ("EBIT CAGR"), according to the schedules below. Relative TSRPercentile Relative TSRVesting % EBIT CAGR% EBIT CAGRVesting % 25% 25% 30% 35% 35% 45% 40% 55% 45% 65% 50% 75% 2% 75% 55% 100% 4% 100% 60% 125% 6% 125% 65% 150% 8% 150% 70% 175% 10% 175% 75% 200% 12% 200% You are not required to accept the Award. By signing below, you confirm that you understand and agree that this Award of Performance Stock Units is granted in exchange for you agreeing to the Terms and Conditions and the Plan, that the Terms and Conditions and the Plan are included in this Agreement by reference, and that you are not otherwise entitled to the Award. A summary of the Plan and the Company's most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department. Accepted and Agreed: Date: This award letter and the enclosed materials are part of a prospectus covering securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. TERMS AND CONDITIONS - – PERFORMANCE STOCK UNIT AWARD [2018-2020] Relative TSR and EBIT CAGR [2020-2022] 1. Performance Period. Your payout under this Performance Stock Unit Award (the "Award") will depend on (i) the base award shown on your Award Agreement and (ii) the Company's, or applicable Segment's, performance during the three-year period beginning January 1, [2018] [2020] and ending December 31, [2020] [2022] (the "Performance Period"). View More
Other. The Company shall not be required to issue any certificate or certificates for shares upon vesting of the Restricted Stock Units (i) if the Common Stock is not listed on any national securities exchange, (ii) prior to the completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or other clearance from any governmental agency wh...ich the Company shall, in its sole discretion, determine to be necessary or advisable. Shares to be issued in respect of Restricted Stock Units will be issued only in compliance with the Securities Act of 1933, as amended (the "Act"), and any other applicable securities laws, and the Participant shall comply with any requirements imposed by the Committee under such laws. If the Participant qualifies as an "affiliate" (as that term is defined in Rule 144 ("Rule 144") promulgated under the Act), upon demand by the Company, the Participant (or any person acting on his or her behalf) shall deliver to the Treasurer at the time of vesting of the Restricted Stock Units a written representation that he or she will acquire shares pursuant to the Plan for his or her own account, that he or she is not taking the shares with a view to distribution and that he or she will dispose of the shares only in compliance with Rule 144.View More
Other. The Company shall not be required to issue any certificate or certificates for shares of Common Stock upon vesting settlement of the Restricted Stock Units (i) if the Common Stock is not listed on any national securities exchange, (ii) prior to the completion of any registration or other qualification of such shares of Common Stock under any state or federal law or rulings or regulations of any governmental regulatory body, and (iii) prior to the Company obtaining any consent or approval or othe...r clearance from any governmental agency which the Company shall, in its sole discretion, determine to be necessary or advisable. Shares of Common Stock Senior Management (MICP Level 3 and above) to be issued in respect of Restricted Stock Units will be issued only in compliance with the Securities Act of 1933, as amended (the "Act"), and any other applicable securities laws, and the Participant shall comply with any requirements imposed by the Committee under such laws. If the Participant qualifies as an "affiliate" (as that term is defined in Rule 144 ("Rule 144") promulgated under the Act), upon demand by the Company, the Participant (or any person acting on his or her the Participant's behalf) shall deliver to the Treasurer at the time of vesting settlement of the Restricted Stock Units a written representation that he or she the Participant will acquire shares of Common Stock pursuant to the Plan for his or her the Participant's own account, that he or she the Participant is not taking the shares of Common Stock with a view to distribution and that he or she the Participant will dispose of the shares of Common Stock only in compliance with Rule 144. View More
Other. Neither the action of B&W in establishing the Plan, nor any action taken by it, by the Committee or the Board of Directors under the Plan nor any provisions of this Agreement shall be construed as giving to you the right to be retained in the employ of B&W. EX-10.18 6 d648175dex1018.htm EX-10.18 EX-10.18 EXHIBIT 10.18 2014 STOCK OPTION GRANT AGREEMENT Effective , 2014 (the "Date of Grant"), the Compensation Committee of the Board of Directors (the "Committee") of The Babcock & Wilcox Company ("B...&W") selected you to receive a grant of Non-Qualified Stock Options (the "Options") under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company, as amended and restated February 22, 2011 (the "Plan"). The provisions of the Plan are incorporated herein by reference. Any reference or definition contained in this Agreement shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your legal representatives and beneficiaries. The term "B&W" as used in this Agreement with reference to employment shall include subsidiaries of B&W (including unconsolidated joint ventures). Whenever the words "you or your" are used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiary, estate, or personal representative, to whom any rights under this Agreement may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person. Subject to the provisions of the Plan, the terms and conditions of this grant are as follows: 1. Number and Price of Options – B&W grants to you the option to purchase from B&W at the price of $ /share up to, but not exceeding in the aggregate, the number of shares of B&W common stock as shown on the attached Notice of Grant (which is incorporated herein by reference) and as explained hereinafter and in the Plan.View More
Other. Neither the action of B&W in establishing the Plan, nor any action taken by it, by the Committee or the Board of Directors under the Plan nor any provisions of this Agreement shall be construed as giving to you the right to be retained in the employ of B&W. EX-10.18 6 d648175dex1018.htm EX-10.18 EX-10.18 EXHIBIT 10.18 2014 EX-10.13 3 d853623dex1013.htm EX-10.13 EX-10.13 Exhibit 10.13 2015 STOCK OPTION GRANT AGREEMENT Effective , 2014 March 2, 2015 (the "Date of Grant"), the Compensation Committe...e of the Board of Directors (the "Committee") of The Babcock & Wilcox Company ("B&W") selected you to receive a grant of Non-Qualified Stock Options (the "Options") under the 2010 Long-Term Incentive Plan of The Babcock & Wilcox Company, as amended and restated February 22, 2011 25, 2014 (the "Plan"). The provisions of the Plan are incorporated herein by reference. Any reference or definition contained in this Agreement shall, except as otherwise specified, be construed in accordance with the terms and conditions of the Plan and all determinations and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive on you and your legal representatives and beneficiaries. The term "B&W" as used in this Agreement with reference to employment shall include subsidiaries of B&W (including unconsolidated joint ventures). Whenever the words "you or your" are used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the beneficiary, estate, or personal representative, to whom any rights under this Agreement may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person. Subject to the provisions of the Plan, the terms and conditions of this grant are as follows: 1. Number and Price of Options – B&W grants to you the option to purchase from B&W at the price of $ /share up to, but not exceeding in the aggregate, the number of shares of B&W common stock as shown on the attached Notice of Grant (which is incorporated herein by reference) and as explained hereinafter and in the Plan. View More
Other. As a condition of employment, you must read, sign and comply with the At-Will, Confidential Information and Invention Assignment Agreement attached hereto as EXHIBIT C ("PIIA"), which (among other provisions) prohibits any unauthorized use or disclosure of Company proprietary, confidential or trade secret information. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States. Further, if requested by the Company, this offer is conting...ent upon your successful completion of a background check to the satisfaction of the Company. If the Company desires that you complete a background check, you will be required to give your consent for the Company, through an outside firm, to complete a criminal background check and verification of information provided on your employment application.View More
Other. As a condition of employment, you must read, sign and comply with the At-Will, Confidential Information and Invention Assignment Agreement attached hereto as EXHIBIT C ("PIIA"), which (among other provisions) prohibits any unauthorized use or disclosure of Company proprietary, confidential or trade secret information. As required by law, this offer is subject to satisfactory proof of your identity and right to work in the United States. Further, if requested by the Company, this offer is conting...ent upon your successful completion of a background check to the satisfaction of the Company. If the Company desires that you complete a background check, you will be required to give your consent for the Company, through an outside firm, to complete a criminal background check and verification of information provided on your employment application. 4 12. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement. View More
Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment. This Award is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation. This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice o...f law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction. Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts. 7 EX-10.8 9 d136701dex108.htm EXHIBIT 10.8 - 2018-2020 BUPS AWARD AGREEMENT - STEVEN K. HENDERSON EXHIBIT 10.8 - 2018-2020 BUPS AWARD AGREEMENT - STEVEN K. HENDERSON Exhibit 10.8 BUSINESS UNIT PROFIT SHARING AWARD AGREEMENT 2018-2020 STEVEN K HENDERSON Congratulations! You have been selected to receive a Business Unit Profit Sharing Award (the "Award") for 2018-2020, as described in the enclosed Terms and Conditions. Under this Award, you are eligible to receive a 1.50% share of the incremental Earnings before Interest and Taxes generated by the Automotive Business Unit in 2020 in excess of the Business Unit's EBIT in 2017, subject to certain adjustments. Your maximum payout under the Award is capped at $675,000, based on 150% of your 2018 base salary and is subject to an aggregate maximum payout for all participants in your Business Unit. Your Award will vest on December 31, 2020 and will be paid in cash by March 15, 2021. You are not required to accept this Award. By signing below, you confirm that you understand and agree that this Award is granted in exchange for you agreeing to the Terms and Conditions, that the Terms and Conditions are included in this Agreement by reference, and that you are not otherwise entitled to the Award. Accepted and Agreed: /s/ Steven K. Henderson Date: December 1, 2017 TERMS AND CONDITIONS – BUSINESS UNIT PROFIT SHARING 2018-2020 1. Performance Period and Payout. This Business Unit Profit Sharing Award ("Award") covers the three-year period beginning January 1, 2018 and ending December 31, 2020 ("Performance Period"). Your payout ("Payout") under this Award is determined by multiplying (i) the profit share percentage shown on your Award Agreement ("Profit Share") by (ii) your Business Unit's Incremental EBIT (defined below) during the Performance Period. Your Payout is subject to an Individual Payout Cap and a BU Payout Cap. A. Individual Payout Cap. The maximum Award Payout you are eligible to receive subject to the individual payout cap shown on your Award Agreement. B. BU Payout Cap. In the event the aggregate Payouts for all Award recipients in your Business Unit exceed 5% of your Business Unit's Incremental EBIT for the Performance Period, each of the Business Unit's participants' Profit Shares will be reduced proportionately such that the aggregate Payouts for all the Business Unit's participants equal 5% of the Incremental EBIT.View More
Other. In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment. This Award is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation. This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice o...f law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction. Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts. 7 EX-10.8 9 d136701dex108.htm EX-10.9 10 d136701dex109.htm EXHIBIT 10.8 10.9 - 2018-2020 2019-2021 BUPS AWARD AGREEMENT - STEVEN K. HENDERSON EXHIBIT 10.8 10.9 - 2018-2020 2019-2021 BUPS AWARD AGREEMENT - STEVEN K. HENDERSON Exhibit 10.8 10.9 BUSINESS UNIT PROFIT SHARING AWARD AGREEMENT 2018-2020 STEVEN K HENDERSON 2019-2021 Steven Kirk Henderson Congratulations! You have been selected to receive a Business Unit Profit Sharing Award (the "Award") for 2018-2020, 2019-2021, as described in the enclosed Terms and Conditions. Under this Award, you are eligible to receive a 1.50% share of the incremental Earnings before Interest and Taxes (EBIT) generated by the Automotive Business Unit in 2020 2021 in excess of the Business Unit's EBIT in 2017, 2018, subject to certain adjustments. Your maximum payout under the Award is capped at $675,000, $691,500, based on 150% of your 2018 2019 base salary and is subject to an aggregate maximum payout for all participants in your Business Unit. Your Award will vest on December 31, 2020 2021 and will be paid in cash by March 15, 2021. 2022. You are not required to accept this Award. By signing below, you confirm that you understand and agree that this Award is granted in exchange for you agreeing to the Terms and Conditions, that the Terms and Conditions are included in this Agreement by reference, and that you are not otherwise entitled to the Award. Accepted and Agreed: /s/ Steven K. Henderson Date: December 1, 2017 March 26, 2019 TERMS AND CONDITIONS – BUSINESS UNIT PROFIT SHARING 2018-2020 2019-2021 1. Performance Period and Payout. This Business Unit Profit Sharing Award ("Award") covers the three-year period beginning January 1, 2018 2019 and ending December 31, 2020 2021 ("Performance Period"). Your payout ("Payout") under this Award is determined by multiplying (i) the profit share percentage shown on your Award Agreement ("Profit Share") by (ii) your Business Unit's Incremental EBIT (defined below) during the Performance Period. Your Payout is subject to an Individual Payout Cap and a BU Payout Cap. A. Individual Payout Cap. The maximum Award Payout you are eligible to receive subject to the individual payout cap shown on your Award Agreement. B. BU Payout Cap. In the event the aggregate Payouts for all Award recipients in your Business Unit exceed 5% of your Business Unit's Incremental EBIT for the Performance Period, each of the Business Unit's participants' Profit Shares will be reduced proportionately such that the aggregate Payouts for all the Business Unit's participants equal 5% of the Incremental EBIT. View More
Other. By signing below,EMPLOYEE is acknowledging that EMPLOYEE has carefully read this Agreement, fully understands what it means, is entering into it knowingly and voluntarily and that all of EMPLOYEE's representations in it are true. EMPLOYEE understands that the consideration period described in section 20 started when EMPLOYEE was first given this Agreement, and EMPLOYEE waives any right to have it restarted or extended by any subsequent changes to this Agreement. EMPLOYEE acknowledges that CUBIC ...would not have given EMPLOYEE the Separation Pay and Benefits EMPLOYEE is getting in exchange for this Agreement but for EMPLOYEE's representations and promises that EMPLOYEE is making by signing it. PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. AGREED AND ACCEPTED: EMPLOYEE /s/ Bill Toti Bill Toti Executed this 12th day of June, 2016 at Leesburg, Virginia. CUBIC GLOBAL DEFENSE, INC. /s/ Darryl Albertson Darryl Albertson Vice President, Human Resources Cubic Corporation Executed this 13th day of June, 2016 at San Diego, California. EX-10.1 2 cub-20160630ex1014cc7db.htm EX-10.1 cub_Ex10_1 Exhibit 10.1 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is made by and between Cubic Global Defense, Inc.("CUBIC") and Bill Toti ("EMPLOYEE"), as of the date both parties have signed it below, with respect to the following facts: A. EMPLOYEE and CUBIC have mutually agreed to separate their employment relationship. B. CUBIC and EMPLOYEE wish to enter into an agreement with regard to the separation of that employment relationship to resolve any and all issues relating to CUBIC's employment of EMPLOYEE and the separation thereof. THE PARTIES THEREFORE AGREE AND PROMISE in consideration of all of the following terms and conditions as follows: 1. Separation Date. EMPLOYEE's last day acting as President of Cubic Global Defense, Inc. will be May 24, 2016 ("Last Active Date"); however, EMPLOYEE will remain an inactive, paid employee of CUBIC through July 1, 2016 (the "Separation Date"). EMPLOYEE agrees to resign as an officer and director of Cubic Corporation and all of its subsidiaries, as applicable, no later than his Separation Date.View More
Other. By signing below,EMPLOYEE below, EMPLOYEE is acknowledging that EMPLOYEE has carefully read this Agreement, fully understands what it means, is entering into it knowingly and voluntarily and that all of EMPLOYEE's representations in it are true. EMPLOYEE understands that the consideration period described in section 20 paragraph 17 started when EMPLOYEE was first given this Agreement, and EMPLOYEE waives any right to have it restarted or extended by any subsequent changes to this Agreement. EMPL...OYEE acknowledges that CUBIC would not have given EMPLOYEE the Separation Pay and Benefits special benefits EMPLOYEE is getting in exchange for this Agreement but for EMPLOYEE's representations and promises that EMPLOYEE is making by signing it. 6 PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS. AGREED AND ACCEPTED: EMPLOYEE /s/ Bill Toti Bill Toti William Boyle Executed this 12th day of June, 2016 , 2015 at Leesburg, Virginia. , California CUBIC GLOBAL DEFENSE, INC. /s/ Darryl Albertson CORPORATION Darryl Albertson Vice President, Human Resources Cubic Corporation Executed this 13th day of June, 2016 , 2015 at San Diego, California. EX-10.1 2 cub-20160630ex1014cc7db.htm EX-10.1 cub_Ex10_1 California 7 EX-10.6 5 a15-10496_1ex10d6.htm EX-10.6 Exhibit 10.1 CERTAIN INFORMATION (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 10.6 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") is made by and between Cubic Global Defense, Inc.("CUBIC") Corporation ("CUBIC") and Bill Toti ("EMPLOYEE"), as of the date both parties have signed it below, William Boyle ("EMPLOYEE") with respect to the following facts: A. EMPLOYEE and CUBIC have mutually agreed to separate their employment relationship. EMPLOYEE's employment. B. CUBIC and EMPLOYEE wish to enter into an agreement with regard to the separation of that employment relationship to resolve any and all issues relating to CUBIC's employment of EMPLOYEE and the separation thereof. THE PARTIES THEREFORE AGREE AND PROMISE in consideration of all of the following terms and conditions as follows: 1. Separation Date. EMPLOYEE's last day acting as President of Cubic Global Defense, Inc. active employment with CUBIC will be May 24, 2016 ("Last Active Date"); however, EMPLOYEE will remain an inactive, paid employee of CUBIC through July March 31, 2015 ("Separation Date"). Between March 1, 2016 (the "Separation Date"). EMPLOYEE agrees to resign as an officer 2015 and director of Cubic Corporation and all of its subsidiaries, as applicable, no later than his Separation Date. March 31, 2015, EMPLOYEE's monthly gross salary shall be $3,000 dollars. View More
Other. 7.1 The Company agrees to pay all out-of-pocket expenses of the Administrative Agent in connection with the negotiation, preparation and execution of this Amendment including the reasonable fees and disbursements of counsel to the Administrative Agent. 7.2 This Amendment may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the... same agreement. 7.3 This Amendment shall be governed by and construed under the internal laws of the State of New York, as the same may be from time to time in effect, without regard to principles of conflicts of laws.View More
Other. 7.1 8.1 The Company agrees to pay all out-of-pocket expenses of the Administrative Agent in connection with the negotiation, preparation and execution of this Amendment including the reasonable fees and disbursements of counsel to the Administrative Agent. 7.2 8.2 This Amendment may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one... and the same agreement. 7.3 8.3 This Amendment shall be governed by and construed under the internal laws of the State of New York, as the same may be from time to time in effect, without regard to principles of conflicts of laws. View More
Other. Except for the changes set forth in this Amendment, your Award remains in full force and effect. By signing below, you acknowledge your acceptance of, and agreement to be bound by, this Amendment to your Award. Fiserv, Inc. Participant By: Name: Signature Title: Print Name 4 EX-10.10 2 d825180dex1010.htm EX-10.10 EX-10.10 Exhibit 10.10 FISERV, INC. AMENDMENT TO EMPLOYEE RESTRICTED STOCK UNIT AGREEMENT Dear Participant: You have previously been granted an award or multiple awards of Restricted St...ock Units (collectively, your "Award") pursuant to the Fiserv, Inc. 2007 Omnibus Incentive Plan (the "Plan") entitling you to receive shares of common stock (the "Shares") of Fiserv, Inc. (the "Company") on the terms and conditions set forth in the Award Memorandum relating to your Award, the accompanying Employee Restricted Stock Unit Agreement and the Plan. This amendment (this "Amendment"), made as of February 19, 2015, modifies the treatment of your Award in connection with your retirement. Capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in your Award or in the Plan. Please review this Amendment and sign and write your name where indicated below to acknowledge and agree to the changes to your Award.View More
Other. Except for the changes set forth in this Amendment, your Award remains in full force and effect. By signing below, you acknowledge your acceptance of, and agreement to be bound by, this Amendment to your Award. Fiserv, Inc. Participant By: Name: Signature Title: Print Name 4 EX-10.10 2 d825180dex1010.htm EX-10.10 EX-10.10 EX-10.14 4 d825180dex1014.htm EX-10.14 EX-10.14 Exhibit 10.10 10.14 FISERV, INC. AMENDMENT TO EMPLOYEE RESTRICTED STOCK UNIT OPTION AGREEMENT Dear Participant: You have previou...sly been granted an award a stock option award, or multiple stock option awards of Restricted Stock Units (collectively, your "Award") "Award"), pursuant to the Fiserv, Inc. 2007 Omnibus Incentive Plan or the Fiserv, Inc. Stock Option and Restricted Stock Plan (collectively, the "Plan"). Your Award gives you an option (the "Plan") entitling you "Option") to receive purchase shares of common stock (the "Shares") of Fiserv, Inc. (the "Company") on the terms and conditions set forth in the Award Memorandum relating to your Award, the accompanying Employee Restricted Stock Unit Option Agreement and the Plan. This amendment (this "Amendment"), made as of February 19, 2015, modifies the treatment of your Award in connection with your retirement. Capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in your Award or in the Plan. Please review this Amendment and sign and write your name where indicated below to acknowledge and agree to the changes to your Award. View More
Other. 4.1 This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. This Amendment, to the extent signed and delivered by means of a facsimile machine or e-mail scanned image, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same bin...ding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail scanned image to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or by e-mail as a defense to the formation of a contract and each party forever waives such defense. 4.2 This Amendment shall be governed by and construed under the internal laws of the State of New York, as the same may be in effect from time to time, without regard to principles of conflicts of law. 4.3 Borrower shall take such other and further acts, and deliver to the Agent and the Lenders such other and further documents and agreements, as the Agent shall reasonably request in connection with the transactions contemplated hereby.View More
Other. 4.1 5.1 This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement. This Amendment, to the extent signed and delivered by means of a facsimile machine or e-mail scanned image, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same... binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail scanned image to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or by e-mail as a defense to the formation of a contract and each party forever waives such defense. 4.2 5.2 This Amendment shall be governed by and construed under the internal laws of the State of New York, as the same may be in effect from time to time, without regard to principles of conflicts of law. 4.3 5.3 Borrower shall take such other and further acts, and deliver to the Agent and the Lenders such other and further documents and agreements, as the Agent shall reasonably request in connection with the transactions contemplated hereby. 5.4 The Borrower agrees to pay on demand by Agent all expenses of Agent, including without limitation, fees and disbursements of counsel for Agent, in connection with the transactions contemplated by this Amendment, the negotiations for and preparation of this Amendment and any other documents related hereto, and the enforcement of the rights of Agent's and Lenders under the Loan Agreement as amended by this Amendment. 5.5 To induce Lenders to enter into this Amendment, Borrower and Guarantors each waives and releases and forever discharges Agent and each Lender and their respective officers, directors, attorneys, agents and employees from any defenses, liability, damage, claim, loss or expense of any kind that any of them may have against Agent and each Lender arising out of or relating to the Loan Documents. Borrower and Guarantors, jointly and severally, further agree to indemnify and hold Agent and each Lender and their respective officers, directors, attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense (including attorneys' fees) suffered by or rendered against Agent or any Lender on account of any claims arising out of or relating to the Loan Documents. Borrower and Guarantors each further state that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as its own free act and deed. View More
