Reimbursements Contract Clauses (179)

Reimbursements. The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures as in effect from time to time. * * * * * 3 EX-10.17 11 d662886dex1017.htm EX-10.17 EX-10.17 Exhibit 10.17 ULTHERA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee mem...bers of the board of directors (the "Board") of Ulthera, Inc. (the "Company") shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this "Program"), which is being adopted pursuant to the Board's resolutions on April 25, 2014. The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a "Non-Employee Director") who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors. This Program shall become effective on the date of the closing of the initial public offering of Company common stock (the "Effective Date"). View More

Reimbursements. In the event that (i) the Company is required to restate and submit to the Securities and Exchange Commission a restatement of its audited financial statements for a fiscal year after fiscal 2006 due to material noncompliance with any financial reporting requirement and (ii) Employee engaged in fraud or intentional misconduct that caused or contributed to the need for the restatement, as determined by the Board of Directors, the Company, in an appropriate case as determined by the Board of Direc...tors, shall be entitled to cancel the Option, in whole or part, whether or not vested, and require Employee to repay to the Company any gain realized or return any shares received upon the exercise or payment of the Option (with such gain, payment or shares valued as of the date of exercise or payment), and return of all dividends paid thereon [add to designated forms -- ; provided further, however, that the Board of Directors may apply this right of reimbursement in all cases to the Chief Executive Officer, Chief Financial Officer, and Group President (if the conduct occurred in the Group) if an Employee of the Company engaged in fraud or intentional misconduct as described above]. The rights of reimbursement of the Company shall be in addition to any other right of reimbursement provided by law. View More

Reimbursements. If the Executive or his heirs, executors, administrators, successors or assigns (a) is in breach of or breaches Paragraphs 1, 3, 4, 5, 6 or 9(c) of this Release, or (b) attempts to challenge the enforceability of this Release, or (c) files a charge of discrimination, a lawsuit of any kind or nature against one or more of the Released Parties, or a claim of any kind or nature against one or more of the Released Parties, the Executive or his heirs, executors, administrators, successors or assigns ...shall be obligated to tender back to the Company, as a contractual remedy hereunder, all payments made to him or them under this Release, or any amount of actual damages proven by the Company, if greater. Further, the Executive shall indemnify and hold harmless the Released Parties from and against all liability, 6 costs and expenses, including attorneys' fees, arising out of said breach, challenge or action by the Executive, his heirs, executors, administrators, successors or assigns. The Company and the Executive acknowledge that the remedy set forth hereunder is not to be considered a form of liquidated damages and the tender back shall not be the exclusive remedy hereunder. View More

Reimbursements. Plan participation and awards are subject to the Board's Policy on Reimbursement of Incentive Awards, as it might change from time to time. Approved by the Committee & Board, and issued on their behalf, Curtis C. Reusser Chairman, President & CEO [Date] FY17 Corporate IC Plan Revised November 2016 Page 3 EX-10.1 2 esl-ex101_1050.htm EX-10.1 esl-ex101_1050.htm Exhibit 10.1 Esterline Technologies Corporation FY17 Annual Incentive Compensation Plan for Corporate Office Participants 1. Purpose. Este...rline Technologies Corporation ("Esterline" or the "Company") has established this Annual Incentive Compensation Plan ("Corporate IC Plan" or the "Plan") to reward its officers and other Corporate staff for effective work that leads and supports our operations in achieving expected and superior results for shareholders this fiscal year. View More

Reimbursements. PSP participation and awards are subject to the Board's Policy on Reimbursement of Incentive Awards, as it might change from time to time. Approved by the Committee & Board, and issued on their behalf, Curtis C. Reusser Chairman, President & CEO [DATE] Attachment: PSP Appointment Performance Share Plan Fiscal Years 2017 – 2019 Page 4 EX-10.2 3 esl-ex102_997.htm EX-10.2 esl-ex102_997.htm Exhibit 10.2 Esterline Technologies Corporation LONG-TERM INCENTIVE PERFORMANCE SHARE PLAN(Esterline Executive... & Corporate Officers Only) 1. Purpose. Esterline Technologies Corporation ("Esterline" or the "Company") has established this Long-Term Incentive Performance Share Plan ("PSP" "PSP Plan", or "the Plan") to reward its officers and selected senior managers for effective leadership that achieves expected and superior results for shareholders over the long term. View More

Reimbursements. Employer will reimburse Lively for all reasonable and necessary expenses incurred by him in carrying out his duties under this Agreement; provided that such expenses shall be incurred by him only pursuant to the policies and procedures of Employer, from time to time in effect, and that all such expenses must be reasonable and necessary expenses incurred by him solely for the purpose of carrying out his duties under this Agreement. Lively shall present to Employer an itemized account of such expe...nses in accordance with Employer's expense reimbursement policies. View More

Reimbursements. To the extent that any reimbursements under this Agreement are taxable to Executive, such reimbursements shall be paid to Executive only if (a) to the extent not specified herein, the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred during the Term. With respect to any expenses that are reimbursable pursuant to the prec...eding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit. 7 7. Notices. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid overnight courier to the parties at the addresses set forth below (or such other addresses as shall be specified by the parties by like notice). Communications that are to be delivered by the U.S. mail or by overnight service are to be delivered to the addresses set forth below: to Company: Potbelly Corporation 111 N. Canal Street, Suite 850 Chicago, IL 60606 Attention: Chief Legal Officer or to Executive, to Executive's home address as reflected in Company's records. Each party, by notice furnished to the other party, may modify the applicable delivery address, except that notice of change of address shall be effective only upon receipt. View More

Reimbursements. The Company shall reimburse the Manager for all expenses incurred by him on behalf of the Company, including, without limitation, expenses incurred in connection with the establishment of the Company, all legal, audit and accounting expenses, investment expenses such as commissions, research fees, service contracts for quotation equipment and newswires, borrowing charges on securities sold short and other borrowing charges, custodian fees, bank service fees, fees or expenses associated with insu...ring the Company's assets, insurance premiums benefiting the Company and/or its Members and any reasonable expenses related to the purchase, sale or transmittal of the Company's assets as shall be determined by the Managers in their sole discretion. Any reimbursement by the Company to the Manager shall be treated as an expense of the Company that shall be deducted in computing net profits and net losses and such reimbursement shall be made out of the assets of the Company (including the proceeds of the initial sale of Membership Interests) to the extent possible. The Manager's determination of which expenses may be reimbursed, and the amount thereof shall be conclusive. The Manager shall be entitled to charge all Members in accordance with their ownership interest to the extent necessary in order to collect full reimbursement hereunder. The obligations of the Manager to be performed under this Agreement will not be affected by a failure of the Company to reimburse expenses. -11- 24. Assignments and Substitution. A Member may not assign in whole or in part his or her limited liability company interest in the Company or cause an assignee of all or part of such interest to be admitted as a member of the Company without, in each case, the written consent of the Manager to such assignment and/or admission. The assignment of a limited liability company interest in the Company to a minor or person adjudged insane or incompetent is prohibited, and the consent of the Members to any such transfer or assignment shall be void and of no effect. Any purported assignment of a limited liability company interest in violation of the provisions of this Agreement shall be of no effect as between the Company and the purported assignee and shall be unenforceable as against the Company or the Members. View More

Reimbursements. The Company shall reimburse each Non-Employee Director for all reasonable, documented, out-of-pocket travel and other business expenses incurred by such Non-Employee Director in the performance of his or her duties to the Company in accordance with the Company's applicable expense reimbursement policies and procedures as in effect from time to time.