Recitals Contract Clauses (958)

Recitals. The above recitals are true and form a part of this Agreement.

Recitals. The Parties acknowledge and agree that the recitals set forth above are true and correct and are hereby incorporated herein by reference.

Recitals. The foregoing recitals are confirmed by the parties as true and correct and are incorporated herein by reference. The recitals are a substantive, contractual part of this First Amendment.

Recitals. The reference to $18,372,132 in the paragraph located under the heading "Recitals" in the Purchase Agreement shall be replaced with $19,372,132.

Recitals. The recitals set forth above are incorporated in and made a part of this Amendment.

Recitals. This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment as if set forth fully in the body of this Amendment.

Recitals. The recitals set forth above form part of this Agreement. The Employee may enter into this Agreement by electronic acceptance via Shareworks, and acknowledges that such electronic signature is intended to authenticate Employee's acceptance and shall have the same force and effect as a manual signature. This Agreement shall be effective and binding upon acceptance by Employee; Employee acknowledges that the Company is not required to execute this Agreement for it to be binding. Dated: ###ACCEPTAN...CE_DATE### ###PARTICIPANT_NAME### EX-10.68 8 exhibit106810-k2021.htm EX-10.68 Document Exhibit 10.68 REGULAR STOCK OPTION AGREEMENTThis Regular Stock Option Agreement is entered into between Canadian Pacific Railway Limited (the "Corporation") and the Participant named above (the "Optionholder") pursuant to the Canadian Pacific Railway Limited Management Stock Option Incentive Plan as amended from time to time (the "Plan") and confirms that:1.on January 29, 2021 (the "Grant Date");2.the Optionholder;3.was granted an option (the "Option") to purchase ###TOTAL_AWARDS### Common Shares (the "Optioned Shares") of the Corporation set out above, exercisable from time to time as to:(a)25% on and after the first anniversary of the Grant Date; and(b)25% on and after the second anniversary of the Grant Date; and(c)25% on and after the third anniversary of the Grant Date; and(d)the remaining 25% on and after the fourth anniversary of the Grant Date; 4.at a price (the "Exercise Price") of $429.64 (CDN) per Common Share on the Toronto Stock Exchange; and5.for a term expiring at 5:00 p.m., Calgary time, on January 29, 2028 (the "Expiry Date"); on the terms and subject to the conditions set out in the Plan (including without limitation the Early Expiry provisions in Section 4.7 of the Plan) and in this Option Agreement. Notwithstanding any other provisions in this Option Agreement, all Options granted (vested or unvested) shall be subject to the terms and conditions in the Non-Competition and Non-Solicitation Agreement in Schedule A (without any further notice, compensation in lieu of notice or damages of any kind) if the Optionholder fails to comply with the terms and conditions set out in Schedule A. In addition, the Optionholder agrees to reconfirm the obligations outlined in Schedule A upon request by the Corporation at any time throughout the term of the Optionholder's engagement with the Corporation or upon termination thereof, and failure to provide such confirmation as requested by the Company shall result in the immediate cancellation of all Options granted herein (without any further notice, compensation in lieu of notice or damages of any kind). By electronically "accepting" this agreement, the Optionholder acknowledges that he or she has read and understands the terms of the Plan and this Option Agreement, and accepts the Option in accordance with the terms of the Plan and this Option Agreement. View More

Recitals. WHEREAS, the undersigned executive ("you") were previously a party to an Executive Agreement, as amended, with Live Learning Technologies LLC d/b/a Nerdy (that merged with Nerdy LLC, a Delaware limited liability company, the surviving entity, and is hereinafter referred to as "Nerdy LLC" or "Company") or predecessors thereto (the "Prior Executive Agreement"); and WHEREAS, in connection with the consummation of the Business Combination Agreement by and among Nerdy Inc. (formerly, TPG Pace Tech Op...portunities Corp. and referred to in this Notice as "Nerdy Inc."), the Company, and the other parties thereto (the "Business Combination Agreement" or "BCA"), you and the Company hereby desire to enter into a new executive services agreement with additional parties and reflecting different equity instruments; and WHEREAS, this Executive Services Agreement with Nerdy Inc., and Nerdy LLC (the "Executive Services Agreement") hereby amends and supersedes your Prior Executive Agreement as set forth herein. Compensation and Other Benefits 1. Base Guaranteed Wage. You shall receive guaranteed wages ("Base Guaranteed Wage") at the annual rate of $____________ payable consistent with Company's payroll practices. For so long as you hold Company Units, you shall be treated as a partner for tax purposes and you shall receive a form K-1 reporting the Base Guaranteed Wages and no amounts shall be withheld therefrom, other than the benefits you elected. Such base compensation shall continue at the amount aforesaid unless and until changed by the Board of Directors and/or Compensation Committee of Nerdy Inc. or until termination of your relationship in accordance with the terms hereof. In the event you and Company are unable to agree on the Base Guaranteed Wage in any succeeding calendar year, the Base Guaranteed Wage shall be set by Company at its sole discretion (provided the Base Guaranteed Wage is not reduced other than in connection with a salary reduction plan or process similarly affecting other executives at the same or similar level within the then-existing organizational structure of Nerdy Inc., the Company, and its related and/or affiliated entities). In the event this Executive Services Agreement is in effect for only a portion of any particular month, the amount of your regular compensation for that month shall be prorated on the basis of the actual number of days during such month this Agreement was in effect.2. Equity. Your equity position at the time of and in conjunction with entering into this Executive Services Agreement remains subject to the LLCA and Subscription Agreement & Joinder for purposes of your Company Units, as applicable. You may also be eligible for equity in Nerdy Inc. under the Nerdy Inc. 2021 Equity Incentive Plan in accordance with the terms and conditions of the notice you received with respect to same and may be eligible for additional annual equity grants based on performance as determined in the sole discretion of Nerdy Inc.'s Compensation Committee or its designee (collectively the "Equity"). View More

Recitals. The Borrower and the Lender agree that the Recitals set forth above are true and correct.

Recitals. The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.