Plan Contract Clauses (1,130)

Plan. The Restricted Stock Award and all rights of the Director under this Award Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Director agrees to be bound by the terms of the Plan and this Award Agreement. The Director acknowledges having read and understanding the Plan, the Plan Summary and Prospectus for the Plan, and this Award Agreement.

Plan. This Option grant is subject to these Terms and Conditions and the Plan. Plan and the Company hereby represents that this Option grant is being made pursuant to and in conformity with the provisions of the Plan and is a valid and binding Option grant in accordance with its terms. If a determination is made that any provision of these Terms and Conditions is inconsistent with the Plan, the Plan these Terms and Conditions shall control. All of the capitalized terms used in these Terms and... Conditions not otherwise defined herein shall have the same meaning as defined in the Plan. A copy of the Plan and the U.S. prospectus for the Plan have been delivered to Optionee together with this Option Certificate. View More

Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Option Agreement, the Plan shall govern and control. 6 EX-10.18 5 d938570dex1018.htm EX-10.18 EX-10.18 Exhibit 10.18 OPTION GRANT NOTICE UNDER THE 2016 US FOODS HOLDING CORP. PERFORMANCE FOOD GROUP COMPANY 2015 OMNIBUS INCENTIVE PLAN (Time-Based Vesting Incentive Stock Option Award) US Foods Holding Corp. Performance Food Group Company (the "Company"), pursuant to the 2016 US Foods Holding Corp. its 2015 Omnibus Incentive Plan (the "Plan"), hereby grants to the Participant set forth below the number of Options (each Option representing the right to purchase one share of Common Stock) set forth below, at an Exercise Price per share as set forth below. The Options are subject to all of the terms and conditions as set forth herein, in the Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Participant Name] Date of Grant: [Insert Grant Date] Vesting Commencement Date: [Insert Vesting Commencement Date] Number of Options: [Insert Number of Options] Exercise Price: [Insert Exercise Price] Option Period Expiration Date: [Insert Expiration Date] Type of Option: Incentive Non-qualified Stock Option Vesting Schedule: Provided that the Participant has not undergone a Termination at the time of each applicable vesting date (or event): • Twenty-five percent (25%) of the Options (rounded down to the nearest whole share underlying such Option) will vest and become exercisable on the first (1st) anniversary of the Vesting Commencement Date; • Twenty-five percent (25%) of the Options (rounded down to the nearest whole share underlying such Option) will vest and become exercisable on the second (2nd) anniversary of the Vesting Commencement Date; • Twenty-five percent (25%) of the Options (rounded down to the nearest whole share underlying such Option) will vest and become exercisable on the third (3rd) anniversary of the Vesting Commencement Date; and • The remaining unvested Options will vest and become exercisable on the fourth (4th) anniversary of the Vesting Commencement Date; 1 provided, however, that the Options shall fully vest and become exercisable in the following circumstances: (i) if the Participant undergoes a Termination as a result of such Participant's death or Disability; (ii) immediately prior to a Change in Control if the Options would not otherwise be continued, converted, assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto, thereto; or such other treatment as determined by the Committee; or (ii) (iii) if the Participant undergoes a Termination by the Service Recipient without Cause or by such Participant for Good Reason within the eighteen (18)-month period immediately following a Change in Control in which the Options are continued, converted, assumed, or replaced by the Company, a member of the Company Group or a successor entity thereto. * * * 2 THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS OPTION GRANT NOTICE, THE OPTION AGREEMENT AND THE PLAN. US FOODS HOLDING CORP. PERFORMANCE FOOD GROUP COMPANY PARTICIPANT1 By: Title: 1 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereof. 3 OPTION AGREEMENT UNDER THE 2016 US FOODS HOLDING CORP. PERFORMANCE FOOD GROUP COMPANY 2015 OMNIBUS INCENTIVE PLAN Pursuant to the Option Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Option Agreement (this "Option Agreement") and the 2016 US Foods Holding Corp. Performance Food Group Company 2015 Omnibus Incentive Plan (the "Plan"), US Foods Holding Corp. Performance Food Group Company (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More

Plan. The RSUs are Option is granted pursuant to the Plan, as in effect on the Grant Date, and are is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive the Employee, without his or her consent, of the RSUs Option or of any of the Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement Agreement, the Option and such rules and... regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon the Employee. Until the RSUs are settled Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee. Employee or any other person or entity then entitled to exercise the Option. View More

Plan. The Option and all rights of the Optionee with respect thereto are subject to, and the Optionee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference, to the extent such provisions are applicable to Awards granted thereunder. The Optionee acknowledges receipt of a copy of the Plan, which is made a part hereof by this reference, and agrees to be bound by the terms thereof. Unless otherwise expressly provided in other Sections of... this Agreement, provisions of the Plan that confer discretionary authority on the Board do not (and shall not be deemed to) create any rights in the Optionee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board specifically so conferred by appropriate action of the Board under the Plan after the Date hereof September 6 2016. date hereof. 3 | PageN Y I A X , Inc. Privileged and C o n f i d e n t i a l NYIAX, INC., AGREED AND ACKNOWLEDGED: NYIAX, a Delaware Corporation corporation By: Carolina Abenante, Esq. (Optionee's Signature) Its: President and Vice-Chairperson NYIAX, Inc., a Delaware Corporation Address: Address: 79 Madison Avenue, 4th Floor New York City, NY 10016 (City, State, Zip Code) (Address) 4 | Page N Y I A X , Inc. Privileged and C o n f i d e n t i a l EX-10.8 8 fs12022ex10-8_nyiaxinc.htm EX-10.10 10 fs12022ex10-10_nyiaxinc.htm FORM OF OPTION AGREEMENT OF 2016 2017 EQUITY INCENTIVE PLAN Exhibit 10.8 10.10 FORM OF STOCK OPTION AWARD AGREEMENT NYIAX, INC. STOCK OPTION AWARD AGREEMENT 2016 2017 EQUITY INCENTIVE PLAN Optionee: Award Date: Exercise Price per Share (1): Number of Shares (1): Expiration Date (2): NSO or ISO (3): ISO (incentive stock option) Exercise/Vesting Schedule (2): [_(_______) shall fully vest and become exercisable on ______, __ 201() and an additional (_____) shall fully vest and become exercisable on _____, _ 202()] (1)Subject to adjustment under Section 4.3 of the Plan. (2)Subject to early termination if the Optionee's employment or other service relationship terminates or in certain other circumstances. See Sections 6.4 and 12 of the Plan for exceptions and additional details regarding possible adjustments, acceleration of exercisability and/or vesting and/or early termination of the Option. (3)Subject to Section 5.3(c) of the Plan. THIS AGREEMENT is among NYIAX, INC., a Delaware corporation (the "Company"), and is granted pursuant to and subject to the terms and conditions set forth in the NYIAX, INC. 2016 2017 Equity Incentive Plan (the "Plan"). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned by the Plan. If the Company has designated the Option as an ISO above, the Company intends that the Option will be treated as an Incentive Stock Option within the meaning of Section 422 of the Code (an "ISO") to the maximum extent permissible under all of the ISO rules and restrictions. Any shares acquired upon exercise of the Option without compliance with all applicable ISO rules will be treated as acquired upon exercise of a Nonstatutory Stock Option (a "NSO"). If the company Company has designated the Option as a NSO above, the Company intends that the Option will be treated in its entirety as a NSO and not as an ISO. WHEREAS, pursuant to the Plan, the Company has granted to the Optionee with reference to services rendered and to be rendered to the Company, effective as of the Award Date, an Option upon the terms and conditions set forth herein and in the Plan. NOW THEREFORE, in consideration of services rendered and to be rendered prior to exercise by the Optionee and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows: 1. Exercisability of Option. The Option shall vest and become exercisable during its term in accordance with the Exercise/Vesting Schedule as set forth above and with and subject to the applicable provisions of the Plan and this Agreement. The Option may be exercised only to the extent the Option is exercisable and vested, and, subject to Section 6.5 of the Plan, during the Optionee's lifetime, only by the Optionee. In no event may the Optionee exercise the Option after the Expiration Date as provided above. View More

Plan. This Agreement and the Notice of Stock Unit Award Grant are subject to all of the terms and provisions of the Plan, receipt of a copy of which is hereby acknowledged by the Grantee. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Administrator upon any questions arising under the Plan, this Agreement, and the Notice of Stock Unit Award Grant.

Plan. The Award Shares are awarded pursuant to the Terex Corporation 2018 Amended and Restated 2009 Omnibus Incentive Plan (the "Plan") and are subject to all of the terms and conditions of said Plan, which is hereby incorporated herein by reference. All capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Plan.