References Contract Clauses (1,976)

References. The words "this Instrument," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Instrument as a whole and not to any particular subdivision unless expressly so limited. Whenever the words "include," "includes" and "including" are used in this Instrument, such words shall be deemed to be followed by the words "without limitation." 17. 18. Unfunded Awards. The awards made under this Instrument are unfunded and unsecured obligations and rights to provide or receive... compensation in accordance with the provisions hereof, and to the extent that Employee acquires a right to receive compensation from the Company or an affiliate Affiliate pursuant to this Instrument, such right shall be no greater than the right of any unsecured general creditor of the Company or such affiliate. Affiliate. 5 19. Compliance with Code Section 409A. The compensation payable to or with respect to Employee pursuant to the Awarded Restricted Stock Units is intended to be compensation that is not subject to the tax imposed by Code Section 409A, and this Instrument shall be administered and construed to the fullest extent possible to reflect and implement such intent. View More

References. The words "this Instrument," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Instrument as a whole and not to any particular subdivision unless expressly so limited. Whenever the words "include," "includes" and "including" are used in this Instrument, such words shall be deemed to be followed by the words "without limitation." 17. Unfunded Awards. The awards made under this Instrument are unfunded and unsecured obligations and rights to provide or receive... compensation in accordance with the provisions hereof, and to the extent that Employee acquires a right to receive compensation from the Company or an affiliate a Subsidiary pursuant to this Instrument, such right shall be no greater than the right of any unsecured general creditor of the Company or such affiliate. Subsidiary. View More

References. The words "this Instrument," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Instrument as a whole and not to any particular subdivision unless expressly so limited. Whenever the words "include," "includes" and "including" are used in this Instrument, such words shall be deemed to be followed by the words "without limitation." 17. 18. Unfunded Awards. The awards made under this Instrument are unfunded and unsecured obligations and rights to provide or receive... compensation in accordance with the provisions hereof, and to the extent that Employee acquires a right to receive compensation from the Company or an affiliate Affiliate pursuant to this Instrument, such right shall be no greater than the right of any unsecured general creditor of the Company or such affiliate. Affiliate. 5 19. Compliance with Code Section 409A. The compensation payable to or with respect to Employee pursuant to the Awarded Restricted Stock Units is intended to be compensation that is not subject to the tax imposed by Code Section 409A, and this Instrument shall be administered and construed to the fullest extent possible to reflect and implement such intent. View More

References. The words "this Instrument," "herein," "hereof," "hereby," "hereunder" and words of similar import refer to this Instrument as a whole and not to any particular subdivision unless expressly so limited. Whenever the words "include," "includes" and "including" are used in this Instrument, such words shall be deemed to be followed by the words "without limitation." 17. Unfunded Awards. The awards made under this Instrument are unfunded and unsecured obligations and rights to provide or receive... compensation in accordance with the provisions hereof, and to the extent that Employee acquires a right to receive compensation from the Company or an affiliate a Subsidiary pursuant to this Instrument, such right shall be no greater than the right of any unsecured general creditor of the Company or such affiliate. Subsidiary. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or "herein" and "hereunder" and words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the foregoing, contrary herein, all references in the Merger Agreement, the Company Disclosure Letter and the Parent Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. October 15, 2018. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," Agreement", "hereof", "hereunder", "herein", "hereby" or words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the Company Comet Disclosure Letter and the Parent Venus Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. August 13, 2019. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," Agreement", "hereof", "hereunder", "herein", "hereby" or words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the Company Comet Disclosure Letter and the Parent Venus Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. August 13, 2019. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," "hereby" or "herein" and "hereunder" and words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the foregoing, contrary herein, all references in the Merger Agreement, the Company Disclosure Letter and the Parent Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. October 15, 2018. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," Agreement", "hereof", "hereunder", "herein", "hereby" or words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the Company Comet Disclosure Letter and the Parent Venus Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. August 13, 2019. View More

References. Each reference in the Merger Agreement to "this Agreement," "hereof," "hereunder," "herein," Agreement", "hereof", "hereunder", "herein", "hereby" or words of like similar import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, all references in the Merger Agreement, the Company Comet Disclosure Letter and the Parent Venus Disclosure Letter to "the date hereof" or "the date of this Agreement"... shall refer to June 19, 2017. August 13, 2019. View More

References. Each Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to "this Agreement," "hereunder," "hereof," "hereunder" "herein" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement Agreement, as amended by this Amendment. hereby.

References. Each On and after the date hereof, each reference in the Agreement to "this Agreement," "hereof," "hereunder" Agreement", "hereunder", "hereof", "herein" or words of like import referring import, and each reference to the Agreement, Agreement in any other agreement, document or other instrument, shall mean mean, and be a reference to the Agreement Agreement, as amended by this Amendment.

References. Each Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereof," "hereunder" or words of like import referring to the Agreement, Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

References. Each Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Agreement to "this Agreement," "hereunder," "hereof," "hereunder" "herein" or words of like import referring to the Agreement, shall mean and be a reference to the Agreement Agreement, as amended by this Amendment. hereby.

References. Each On and after the date hereof, each reference in the Agreement to "this Agreement," "hereof," "hereunder" Agreement", "hereunder", "hereof", "herein" or words of like import referring import, and each reference to the Agreement, Agreement in any other agreement, document or other instrument, shall mean mean, and be a reference to the Agreement Agreement, as amended by this Amendment.

References. Each Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement," "hereof," "hereunder" or words of like import referring to the Agreement, Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant's legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement. 4 EX-10.34 10 d39510dex1034.htm EX-10.34 EX-10.34 8 EX-10.32 8 d39510dex1032.htm EX-10.32 EX-10.32 Exhibit 10.34 10.32 KNOWLTON DEVELOPMENT CORPORATION, INC. 2021 OMNIBUS INCENTIVE PLAN NOTICE OF RSU NON-QUALIFIED STOCK OPTION AWARD – CANADIAN PARTICIPANTS (DIRECTORS) Except as otherwise indicated, any capitalized term used but not defined in this Notice of RSU Non-Qualified Stock Option Award (this "Notice") shall have the meaning ascribed to such term in the Knowlton Development Corporation, Inc. 2021 Omnibus Incentive Plan (as it may be amended from time to time, the "Plan"). You (the "Participant") have been granted an Award of RSUs Non-Qualified Stock Options (the "Award") under the Plan, subject to the terms and conditions of the Plan, this Notice and the attached RSU Non-Qualified Stock Option Agreement (this Notice and the attached RSU Non-Qualified Stock Option Agreement, collectively, the "Award Agreement"). Name: [●] Number of RSUs: Shares: [●] Shares that are "non-qualified securities" (within the meaning of Section 110 of the Income Tax Act (Canada) [●] Exercise Price: $[●] Date of Grant: [●] Vesting Schedule: Subject to Section 2 and Section 5 of the RSU Non-Qualified Stock Option Agreement, the Award will vest in accordance with the following schedule: [●] The Company, by its duly authorized officer, and the Participant have executed this Notice as of the Date of Grant. KNOWLTON DEVELOPMENT CORPORATION, INC. By: Name: Title: 1 The undersigned Participant acknowledges receipt of, and understands and agrees to, this Notice, the Agreement and the Plan. By accepting and executing this Notice, the undersigned Participant acknowledges that in the event of a Termination of Service for any reason, (i) there will be no further RSUs Options granted after the date on which the Termination of Service occurs; (ii) except for the Participant's Termination of Service due to death or Disability, no RSUs Options will vest after the date on which the Termination of Service occurs, and (iii) the undersigned Participant waives, and agrees that he/she will not be entitled to any damages or compensation arising from or related to not receiving any forfeited entitlements under the Award Agreement, including in respect of any RSUs Options which may have been granted or which may have vested after the date on which the Termination of Service occurs. 1 For certainty, by accepting and executing this Notice, the undersigned Participant represents, warrants and acknowledges that he/she has read and understood the terms and conditions of the Notice, the Agreement and the Plan which: (i) state that he/she shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to not receiving any compensation which would have been granted or payable after the date on which the Termination of Service occurs, including but not limited to damages in lieu of notice at common law, civil law, contract or further to a judgment rendered by a tribunal of competent jurisdiction; and (ii) have the effect that, as applicable, that no notice period corresponding to a notice of termination of employment or engagement or payment in lieu of any notice of termination of employment or engagement, shall be used for the purposes of calculating his/her entitlement under this Award Agreement. By accepting and executing this Notice, the undersigned Participant expressly waives any eligibility or entitlement to receive damages or payment in lieu of any forfeited amounts under the Award Agreement that would have vested, accrued or been paid during any notice period corresponding to a notice of termination of employment or engagement. The parties have expressly required that this Notice, the Agreement and the Plan be drafted in the English language. Les parties ont expressément exigé que le présent avis, le Contrat et la Plan soient rédigés en langue anglaise. PARTICIPANT By: [●] 2 KNOWLTON DEVELOPMENT CORPORATION, INC. 2021 OMNIBUS INCENTIVE PLAN RSU NON-QUALIFIED STOCK OPTION AGREEMENT – CANADIAN PARTICIPANTS (OTHER THAN DIRECTORS) The Participant named in the attached Notice of RSU Non-Qualified Stock Option Award (the "Notice") has been granted an Award of RSUs Non-Qualified Stock Options (the "Award") "Option") pursuant to the Knowlton Development Corporation, Inc. 2021 Omnibus Incentive Plan (as it may be amended from time to time, the "Plan"), the Notice and this RSU Non-Qualified Stock Option Agreement (this "Agreement"), dated as of [●], 202[●], between the Participant and Knowlton Development Corporation, Inc. (the "Company"). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. View More

References. All references to the Merger Agreement "Agreement" (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") in the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23,... 2016. February 14, 2022. View More

References. All references to the Merger Agreement (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23, 2016.

References. All references to the Merger Agreement (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23, 2016.

References. All references to the Merger Agreement "Agreement" (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") in the Merger Agreement shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23,... 2016. February 14, 2022. View More

References. All references to the Merger Agreement (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23, 2016.

References. All references to the Merger Agreement (including "hereof," "herein," "hereunder," "hereby," "hereby" and "this Agreement") shall refer to the Merger Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Merger Agreement (as amended hereby) and references in the Merger Agreement to "the date hereof," "the date of this Agreement" and terms of similar import shall in all instances continue to refer to June 23, 2016.

References. References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participant's legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement. 4 EX-10.34 10 d39510dex1034.htm EX-10.34 EX-10.34 8 EX-10.32 8 d39510dex1032.htm EX-10.32 EX-10.32 Exhibit 10.34 10.32 KNOWLTON DEVELOPMENT CORPORATION, INC. 2021 OMNIBUS INCENTIVE PLAN NOTICE OF RSU NON-QUALIFIED STOCK OPTION AWARD – CANADIAN PARTICIPANTS (DIRECTORS) Except as otherwise indicated, any capitalized term used but not defined in this Notice of RSU Non-Qualified Stock Option Award (this "Notice") shall have the meaning ascribed to such term in the Knowlton Development Corporation, Inc. 2021 Omnibus Incentive Plan (as it may be amended from time to time, the "Plan"). You (the "Participant") have been granted an Award of RSUs Non-Qualified Stock Options (the "Award") under the Plan, subject to the terms and conditions of the Plan, this Notice and the attached RSU Non-Qualified Stock Option Agreement (this Notice and the attached RSU Non-Qualified Stock Option Agreement, collectively, the "Award Agreement"). Name: [●] Number of RSUs: Shares: [●] Shares that are "non-qualified securities" (within the meaning of Section 110 of the Income Tax Act (Canada) [●] Exercise Price: $[●] Date of Grant: [●] Vesting Schedule: Subject to Section 2 and Section 5 of the RSU Non-Qualified Stock Option Agreement, the Award will vest in accordance with the following schedule: [●] The Company, by its duly authorized officer, and the Participant have executed this Notice as of the Date of Grant. KNOWLTON DEVELOPMENT CORPORATION, INC. By: Name: Title: 1 The undersigned Participant acknowledges receipt of, and understands and agrees to, this Notice, the Agreement and the Plan. By accepting and executing this Notice, the undersigned Participant acknowledges that in the event of a Termination of Service for any reason, (i) there will be no further RSUs Options granted after the date on which the Termination of Service occurs; (ii) except for the Participant's Termination of Service due to death or Disability, no RSUs Options will vest after the date on which the Termination of Service occurs, and (iii) the undersigned Participant waives, and agrees that he/she will not be entitled to any damages or compensation arising from or related to not receiving any forfeited entitlements under the Award Agreement, including in respect of any RSUs Options which may have been granted or which may have vested after the date on which the Termination of Service occurs. 1 For certainty, by accepting and executing this Notice, the undersigned Participant represents, warrants and acknowledges that he/she has read and understood the terms and conditions of the Notice, the Agreement and the Plan which: (i) state that he/she shall have no entitlement to damages or other compensation whatsoever arising from, in lieu of, or related to not receiving any compensation which would have been granted or payable after the date on which the Termination of Service occurs, including but not limited to damages in lieu of notice at common law, civil law, contract or further to a judgment rendered by a tribunal of competent jurisdiction; and (ii) have the effect that, as applicable, that no notice period corresponding to a notice of termination of employment or engagement or payment in lieu of any notice of termination of employment or engagement, shall be used for the purposes of calculating his/her entitlement under this Award Agreement. By accepting and executing this Notice, the undersigned Participant expressly waives any eligibility or entitlement to receive damages or payment in lieu of any forfeited amounts under the Award Agreement that would have vested, accrued or been paid during any notice period corresponding to a notice of termination of employment or engagement. The parties have expressly required that this Notice, the Agreement and the Plan be drafted in the English language. Les parties ont expressément exigé que le présent avis, le Contrat et la Plan soient rédigés en langue anglaise. PARTICIPANT By: [●] 2 KNOWLTON DEVELOPMENT CORPORATION, INC. 2021 OMNIBUS INCENTIVE PLAN RSU NON-QUALIFIED STOCK OPTION AGREEMENT – CANADIAN PARTICIPANTS (OTHER THAN DIRECTORS) The Participant named in the attached Notice of RSU Non-Qualified Stock Option Award (the "Notice") has been granted an Award of RSUs Non-Qualified Stock Options (the "Award") "Option") pursuant to the Knowlton Development Corporation, Inc. 2021 Omnibus Incentive Plan (as it may be amended from time to time, the "Plan"), the Notice and this RSU Non-Qualified Stock Option Agreement (this "Agreement"), dated as of [●], 202[●], between the Participant and Knowlton Development Corporation, Inc. (the "Company"). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. View More