Plan Contract Clauses (400)

Plan. The RSUs are granted pursuant to the Plan, as in effect on the Grant Date, and are 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 or of any of the Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement 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 in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to the Employee. View More

Plan. Objectives 1 3. Definitions 1 4. Eligibility 6 5. Common Stock Available for Awards 7 6. Administration 8 7. Delegation of Authority 9 8. Employee Awards 10 9. Consultant and Director Awards 13 10. Award Payment; Dividends and Dividend Equivalents 13 11. Option Exercise 14 12. Taxes 14 13. Amendment, Modification, Suspension or Termination 14 14. Assignability 15 15. Adjustments 15 16. Restrictions 16 17. Unfunded Plan 16 18. Code Section 409A 17 19. Awards to Foreign Nationals and Employees Out...side the United States 18 20. Governing Law 18 21. No Right to Continued Participation, Service or Employment 18 22. Clawback Right 18 23. Usage 18 24. Headings 18 25. Effectiveness 18 i SEVENTY SEVEN ENERGY INC. 2016 OMNIBUS INCENTIVE PLAN 1. Plan. Seventy Seven Energy Inc., a Delaware corporation (the "Company"), established the Seventy Seven Energy Inc. 2016 Omnibus Incentive Plan (the "Plan"), effective as of September 20, 2016 (the "Effective Date"). 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. OPTION GRANT NOTICE UNDER THE 2016 US FOODS HOLDING CORP. OMNIBUS INCENTIVE PLAN (Time-Based Vesting Incentive Stock Option Award) US Foods Holding Corp. (the "Company"), pursuant to the 2016 US Foods Holding Corp. Omnibus Incentive Plan (the "Plan"), here...by 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 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; provided, however, that the Options shall fully vest and become exercisable in the following circumstances: (i) 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, or such other treatment as determined by the Committee; or (ii) 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. * * * 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. 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. OPTION AGREEMENT UNDER THE 2016 US FOODS HOLDING CORP. 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. Omnibus Incentive Plan (the "Plan"), US Foods Holding Corp. (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. This Option grant is subject to these Terms and Conditions and the Plan. If a determination is made that any provision of these Terms and Conditions is inconsistent with the Plan, the Plan 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.

Plan. The Restricted Stock and all rights of the Director under this 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 Agreement. The Director acknowledges having read and understanding the Plan, the Plan Summary and Prospectus for the Plan, and this Agreement.

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. 5 EX-10.17 12 d793464dex1017.htm EX-10.17 EX-10.17 Exhibit 10.17 OPTION GRANT NOTICE UNDER THE PATRIOT NATIONAL, INC. 2014 OMNIBUS INCENTIVE PLAN Patriot National, Inc. (the "Company"), pursuant to its 2014 Omnibus Incentive Plan (the "Plan"), hereby grant...s 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 Date of Grant] Number of Options: [Insert No. of Options Granted] Exercise Price: [Insert Exercise Price per share] Option Period Expiration Date: [Insert Expiration Date (e.g., Ten years from Date of Grant)] Type of Option: [Incentive Stock Option][Nonqualified Stock Option] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event): • 1/3 of the Options will vest on each of the first three anniversaries of the Date of Grant. In addition, (i) in the event of a Change in Control and the Participant's employment is terminated without Cause during the 24 month period following such Change in Control, the Options, to the extent not then vested, shall fully vest on the date of such termination of employment and (ii) in the event the Participant's employment is terminated due to Participant's death or Disability, the Options, to the extent not then vested, shall fully vest on the date of such termination of employment. * * * 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. PATRIOT NATIONAL, INC. 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. 2 OPTION AGREEMENT UNDER THE PATRIOT NATIONAL, INC. 2014 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 Patriot National, Inc. 2014 Omnibus Incentive Plan (the "Plan"), Patriot National,Inc. (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