Severability Clause Example with 34 Variations from Business Contracts

Severability. (a) The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement ...shall be construed by the court in such a manner as to impose only those restrictions on the Executive's conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement. (b) If any provision of this Agreement otherwise is determined by any court or arbitrator of competent jurisdiction deemed to be invalid, illegal invalid or unenforceable in any respect, or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, and such provision shall be stricken inoperative in such state or jurisdiction and shall not be part of the consideration moving from this Agreement and either of the remainder parties to the other. The remaining provisions of this Agreement shall be enforced valid and binding and of like effect as though such provisions were not included. 15 16. Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted delivery, or next business day delivery to the addresses detailed below (or to such invalid, illegal other address, as either of them, by notice to the other may designate from time to time), or unenforceable clause by e-mail delivery (in which event a copy shall immediately be sent by FedEx or provision had (to similar receipted delivery), as follows: To the extent not enforceable) never been contained Company: Robert Alessi Chief Accounting Officer Aspen Group, Inc. 276 Fifth Avenue, Suite 505, New York, NY 10001 Email: __________________ With a copy to: Nason, Yeager, Gerson, Harris & Fumero, P.A. Attn: Michael D. Harris, Esq. 3001 PGA Blvd., Suite 305 Palm Beach Gardens, Florida 33410 Email: _________________ To the Executive: Matt LaVay ________________________ ________________________ Email: __________________ 17. Counterparts. This Agreement may be executed in this Agreement. Notwithstanding one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the forgoing, if the value same instrument. The execution of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). by actual or facsimile signature. View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Attachment: Annex A: Form of Stock Option Exercise Notice and Agreement 13 11 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 FREE STREAM MEDIA CORP. 2020 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Inc. Free Stream Media Corp. (the "Company"). "Company") AND, if requested to do so by the Company, you must also sign the signature pages to the Company's then-current Company Co-Sale Agreement and Company Voting Agreement (as those terms aredefined in the Stock Option Agreement) before submitting this Notice to the Company. OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: Email Address: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. Date of Grant: Type of Stock Option: Exercise Option Price per Share: $______ ☒ $____ ☐ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: ☐ Incentive (ISO) EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. exercised [________________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid Being Paid for the Purchased Shares: $______________ $____________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". "Free Stream Media Corp." ☐ Wire transfer to Certificate(s) for ________________ shares of Common Stock of the Company for $____________. ☐ Other form Company. These shares will be valued as of consideration as permitted the date this notice is received by the Option Agreement. Please describe: ________________________________________________________________________. Company. [Requires Company consent.] ☐ Automated Clearing House ("ACH") transfer in the amount of $___________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 2020 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If any provision In the event that one or more of the provisions of this Agreement is determined are invalidated for any reason by any a court or arbitrator of competent jurisdiction jurisdiction, any provision so invalidated will -2-be deemed to be invalid, illegal or unenforceable in any respect, such provision separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.10. Governing Law. This Agreement is made under, and will... be enforced to construed in accordance with, the maximum extent possible given the intent internal substantive laws of the parties hereto. If State of Maryland without regard to conflict of law principles of such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and state.11. Restrictive Legends. The Grantee acknowledges that the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company Restricted Shares are subject to the Option: EXERCISE INFORMATION: Number terms of shares of Common Stock this Agreement, and that each book entry in respect of the Company for which Shares will bear a restrictive legend substantially as follows:The Shares represented by this entry were issued pursuant to a Restricted Shares Agreement effective as of _____________, 20___ between Forest City Realty Trust, Inc. and the Option is now being exercised: __________________. (These shares holder named herein, and are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer subject to the Company for $____________. ☐ Other form terms and conditions, including restrictions on transfer, of consideration as permitted that Agreement. Any purported transfer, encumbrance or other disposition in violation of that Agreement will be null and void. Copies of that Agreement will be mailed to the Grantee, without charge, within five days after of a written request is received by the Option Company.13. Entire Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing Subject to Section 7, this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and Agreement represents to, the entire agreement between the Company as follows: 2. Terms Governing. I acknowledge and agree the Grantee with respect to these Restricted Shares and supersedes all prior agreements whether in writing or otherwise.The undersigned Grantee hereby accepts the Company that I am acquiring the Purchased award of Restricted Shares by exercise of the Option granted pursuant to this Agreement, subject to all other the terms and conditions of the Notice of Stock Option Grant Plan and the Stock Option Agreement that govern terms and conditions set forth herein. [Name]Date: -3-Executed in the Option, including without limitation the terms name and on behalf of the Company's 2015 Equity Incentive Plan, Company at Cleveland, Ohio as it may be amended (the "Plan"). of the ____day of ____________, 20___.FOREST CITY REALTY TRUST, INC.By:___________________________________Name: David J. LaRueTitle: President, Chief Executive Officer and DirectorName of Grantee:__________________________Date of Grant: ______________, 20___Original Award: Restricted Shares-4- View More

Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the exte...nt not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 10 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. EARLY EXERCISE FORM STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY PRELUDE THERAPEUTICS INCORPORATED 2016 STOCK INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 3 before submitting it to GoodRx Holdings, Inc. Prelude Therapeutics Incorporated (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: Email Address: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Grant No. Date of Grant: Type of Stock Option: Exercise Option Price per Share: $______ ☒ $____ ☐ Nonqualified (NQSO) Total number of shares of Common Stock of the Company subject to the Option: ☐ Incentive (ISO) EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. exercised [________________]. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid Being Paid for the Purchased Shares: $______________ $____________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". "Prelude Therapeutics Incorporated." ☐ Wire transfer to Certificate(s) for ________________ shares of Common Stock of the Company for $____________. ☐ Other form Company. These shares will be valued as of consideration as permitted the date this notice is received by the Option Agreement. Please describe: ________________________________________________________________________. Company. [Requires Company consent.] ☐ Automated Clearing House ("ACH") transfer in the amount of $___________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the this Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity 2016 Stock Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If a court of competent jurisdiction determines that any provision of this Agreement is determined by any invalid, illegal, or incapable of being enforced, then the Parties request that such court or arbitrator of competent jurisdiction panel modify such provision by "blue-penciling," reforming or otherwise modifying the provision in order to be render such provision not invalid, illegal or unenforceable incapable of being enforced and then enforce the provision as modified. The Parties further ...agree that each provision of this Agreement is severable from each other provision of this Agreement11. Modification of Agreement: This Agreement shall not be modified, amended, or terminated unless such modification, amendment, or termination is executed in writing by the Employee, and an authorized representative of the Company.12. The Employee's Representations: Employee warrants that Employee is over the age of eighteen (18) and competent to sign this Agreement; that in signing this Agreement Employee is not relying on any statement or representation by the Company that is not contained in this Agreement, but is relying upon Employee's judgment and/or that of Employee's legal counsel and/or tax advisor; that the Agreement was signed knowingly and voluntarily without duress or coercion in any respect, such form; and that Employee fully understands the same is a FULL and FINAL SETTLEMENT of any and all claims against Released Parties which have been or could have been asserted or on account or arising out of the Employee's employment relationship with the Company or the actions of any of Released Parties. Employee further represents and certifies that Employee has been given a fair opportunity to review the terms of this Agreement and has determined that it is in the Employee's best interest to enter into this Agreement.13. Drafting and Construction: This Agreement may not be construed in favor of or against either the Employee or the Company (each, a "Party") on the grounds that said Party was less or more involved in the drafting process.14. Headings. Section, paragraph and other captions or headings contained in this agreement are inserted as a matter of convenience and for reference, and in no way define, limit, extend or otherwise describe the scope or intent of this Agreement or any provision will hereof and shall not affect in any way the meaning or interpretation of this Agreement.15. Execution in Counterparts. This Agreement may be enforced executed in one or more counterparts, none of which need to contain the maximum extent possible given the intent signatures of each of the parties hereto. If such clause or provision cannot be so enforced, such provision hereto and each of which shall be stricken from this Agreement deemed an original. ACCEPTED AND AGREED: __________________________________ ________________________________ALLISON K. ADEN Date CAVCO INDUSTRIES, INC. By: ________________________________ Its: _________________________________ Date: _________________________________ EX-10.1 2 cvco-2021102xexhibit101.htm EX-10.1 DocumentSEVERANCE AGREEMENTThis SEVERANCE AGREEMENT (the "Agreement") is entered into November 2, 2021 (the "Effective Date"), by and between Cavco Industries, Inc., a corporation organized under the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit laws of the bargain for any party is materially impaired, which determination State of Delaware (the "Company"), and Allison K. Aden ("Executive") (the Company and Executive are sometimes collectively referred to herein as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree "Parties" and individually as a "Party"), all with reference to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of following:WHEREAS, the Company subject desires to employ Executive, and Executive is willing and able to accept such employment; andWHEREAS, the Option: EXERCISE INFORMATION: Number of shares of Common Stock of Parties desire to set forth the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions regarding Executive's termination of employment and the payment of any benefits associated therewith.NOW, THEREFORE, in consideration of the Notice of Stock Option Grant promises and the Stock Option Agreement that govern mutual covenants in this Agreement, and for other good and valuable consideration, the Option, including without limitation receipt and sufficiency of which are acknowledged, the Parties agree as follows:1.Defined Terms. Capitalized terms of not otherwise defined shall have the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). meanings set forth in Exhibit A. View More

Severability. If any provision one or more of the provisions of this Agreement is determined by any court or arbitrator of competent jurisdiction to Award shall be held invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent validity, legality and enforceability of the parties hereto. If such clause remaining provisions shall not in any way be affected or provision cannot be so enforced, such provision shall be stricken from this Agreem...ent impaired thereby and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to provisions shall be deemed null and void; however, to the extent not enforceable) never been contained in permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Agreement. Notwithstanding Award to be construed so as to foster the forgoing, if the value intent of this Agreement based upon Award and the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE Plan. EX-10.1 2 a50852874ex10_1.htm EXHIBIT 10.1 a50852874ex10_1.htm Exhibit 10.1 DYAX CORP. AMENDED AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 RESTATED 1995 EQUITY INCENTIVE PLAN *NOTE: You must sign RESTRICTED STOCK UNIT CERTIFICATE (Employees) Certificate Number: RSU-_________ __________ Units This Restricted Stock Unit Certificate (this "Certificate") confirms that Dyax Corp. ("Dyax" or the "Company"), a Delaware corporation, has on the date set forth below (the "Award Date") granted to the person named below ("Participant") an award (the "Award") of the number of Restricted Stock Units (the "Units") set forth below, pursuant to the Company's Amended and Restated 1995 Equity Incentive Plan (the "Plan") and conditioned on the Participant's acceptance of this Notice Award as contemplated below. Each Restricted Stock Unit represents the right to receive one share of the Company's Common Stock, par value $0.01 per share (the "Common Stock"), subject to the terms and conditions set forth below and on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: reverse side of this Certificate. Award Date: _________________________________ Name of Participant: _________________________________ Address: _________________________________ Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date No. : _________________________________ Number of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of Units: _________________________________ Vesting Schedule: _________________________________. Automatic Sell-to-Cover: When shares of Common Stock are issued upon each vesting date of the Company subject Award, a portion of the shares sufficient to cover the required tax withholding on vesting will be sold automatically and the proceeds delivered to Dyax pursuant to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions on the reverse side of this Certificate. By acceptance of this Award, Participant agrees to all the Notice terms and conditions hereof, including, without limitation, those set forth in the Plan and on the reverse side of Stock Option Grant this Certificate. DYAX CORP. By: Title: The undersigned hereby accepts this Award and confirms that by its terms it is subject to provision for an Automatic Sell-to-Cover instruction to cover the Stock Option Agreement that govern required tax withholding on any vesting and settlement of this Award. PARTICIPANT: Date: {Signature} {Only to be accepted outside of blackout periods} TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS ("UNITS") 1. The Plan. In the Option, including without limitation event of any conflict between the terms of the Company's 2015 Equity Incentive Plan and this Award, the terms of the Plan shall govern. The Committee administers the Plan and its determinations regarding the operation of the Plan are final. Subject to the limitations set forth in the Plan, as it the Committee may amend the Plan or this Award. Capitalized terms used but not defined herein shall have the meaning set forth in the Plan. Copies of the Plan may be amended (the "Plan"). obtained upon written request without charge from the Treasurer of Dyax. View More

Severability. If any provision In the event that one or more of the provisions of this Agreement is determined are invalidated for any reason by any a court or arbitrator of competent jurisdiction jurisdiction, any provision so invalidated will be deemed to be invalid, illegal or unenforceable in any respect, such provision separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.10. Governing Law. This Agreement is made under, and will be... enforced to construed in accordance with, the maximum extent possible given the intent internal substantive laws of the parties hereto. If State of Maryland without regard to conflict of law principles of such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and state.-2-11. Restrictive Legends. The Grantee acknowledges that the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock of the Company Restricted Shares are subject to the Option: EXERCISE INFORMATION: Number terms of shares of Common Stock this Agreement, and that each book entry in respect of the Company for which Shares will bear a restrictive legend substantially as follows:The Shares represented by this entry were issued pursuant to a Restricted Shares Agreement effective as of _____________, 20___ between Forest City Realty Trust, Inc. and the Option is now being exercised: __________________. (These shares holder named herein, and are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer subject to the Company for $____________. ☐ Other form terms and conditions, including restrictions on transfer, of consideration as permitted that Agreement. Any purported transfer, encumbrance or other disposition in violation of that Agreement will be null and void. Copies of that Agreement will be mailed to the Grantee, without charge, within five days after of a written request is received by the Option Company.13. Entire Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing Subject to Section 7, this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and Agreement represents to, the entire agreement between the Company as follows: 2. Terms Governing. I acknowledge and agree the Grantee with respect to these Restricted Shares and supersedes all prior agreements whether in writing or otherwise.The undersigned Grantee hereby accepts the Company that I am acquiring the Purchased award of Restricted Shares by exercise of the Option granted pursuant to this Agreement, subject to all other the terms and conditions of the Notice of Stock Option Grant Plan and the Stock Option Agreement that govern terms and conditions set forth herein. ____________________________________________ [Name] Date: ________________________________-3-Executed in the Option, including without limitation the terms name and on behalf of the Company's 2015 Equity Incentive Plan, Company at Cleveland, Ohio as it may be amended (the "Plan"). of the ____day of ____________, 20___.FOREST CITY REALTY TRUST, INC.By: Name: David J. LaRueTitle: President, Chief Executive Officer and DirectorName of Grantee: ___________________________Date of Grant: ______________, 20___Original Award: ___________Restricted Shares-4- View More

Severability. If any a provision of this Award Agreement is determined held invalid by any a court or arbitrator of competent jurisdiction jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such overbroad as written, that pr...ovision shall be stricken from amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.11.Plan Governs. The Award evidenced by this Award Agreement is granted pursuant to the Plan, and the remainder shares of Restricted Stock and this Award Agreement are in all respects governed by the Plan and subject to all of the terms and provisions thereof, whether such terms and provisions are incorporated in this Award Agreement by reference or are expressly cited.12.Counterparts. This Award Agreement may be executed in one or more counterparts, each of which shall be enforced deemed to be an original and all of which together shall constitute one and the same instrument. ACCEPTED: TENNECO INC. /s/ Gregg A. Bolt Type or Print Legal Name Senior Vice President Global Human Resources and Administration ___________________________________________(Date) ___________________________________________ Signature ___________________________________________Social Security Number or National ID ___________________________________________Street Address ___________________________________________City/State/Zip/Country EX-10.71 5 ten-20141231x10kexx1071.htm EX-10.71 TEN-2014.12.31-10K EX -10.71 EXHIBIT 10.71TENNECO INC. 2006 LONG-TERM INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTBrian J. KesselerParticipantEffective as if such invalid, illegal or unenforceable clause or provision had (to of January 14, 2015 (the "Grant Date"), the extent not enforceable) never Participant has been contained granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the "Plan") in this Agreement. Notwithstanding the forgoing, if the value form of this Agreement based upon the substantial benefit shares of the bargain for any party is materially impaired, which determination as made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree restricted stock with respect to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of 83,474 shares of Common Stock of the Company ("Restricted Shares"). The Award shall be subject to the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are following terms and conditions (sometimes referred to below as this "Award Agreement") and the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: ☐ Check for $____________, payable to "GoodRx Holdings, Inc". ☐ Wire transfer to the Company for $____________. ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and Plan as the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it same may be amended (the "Plan"). from time to time. Terms used in this Award Agreement are defined elsewhere in this Award Agreement; provided, however, that, capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Plan. View More

Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is determined by invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any court or arbitrator other provision of competent jurisdiction this Agreement, and all other provisions shall remain in full force and effect. [Remainder of Page Intentionally Blank; Signature Page Follo...ws] -14- Executive and the Company each have caused this Agreement to be invalid, illegal or unenforceable in any respect, such provision will executed and effective as of the Execution Date. EXECUTIVE ______________________________ TJ Kennedy -15- Executive and the Company each have caused this Agreement to be enforced executed and effective as of the Execution Date. WRAP TECHNOLOGIES, INC. By: Name: Title: -16- EXHIBIT A PRIOR INVENTIONS 1. The following is a complete list of all Prior Inventions relevant to the maximum extent possible given the intent subject matter of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made Executive's employment by the presiding court Company that have been made or arbitrator of competent jurisdiction shall be binding, then both parties agree conceived or first reduced to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it practice by Executive alone or jointly with others prior to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide Executive's employment with or affiliation with the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock Company or any other member of the Company subject Group: Check appropriate space(s): ☐ None. ☐ See below: ___________________________________________________________________ ___________________________________________________________________ ___________________________________________________________________ ☐ Due to confidentiality agreements with a prior employer, Executive cannot disclose certain Prior Inventions that would otherwise be included on the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: above-described list. ☐ Check for $____________, payable to "GoodRx Holdings, Inc". Additional sheets attached. ☐ Wire transfer to the Company for $____________. See below. ___________________________________________________________________ ___________________________________________________________________ ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). Additional sheets attached. View More

Severability. If an arbitrator or court of competent jurisdiction determines that any provision of this Agreement (or portion thereof) is determined by invalid or unenforceable, then the invalidity or unenforceability of that provision (or portion thereof) shall not affect the validity or enforceability of any court or arbitrator other provision of competent jurisdiction this Agreement, and all other provisions shall remain in full force and effect. [Remainder of Page Intentionally Blank; Signature Page Follo...ws] -14- Executive and the Company each have caused this Agreement to be invalid, illegal or unenforceable in any respect, such provision will executed and effective as of the Execution Date. EXECUTIVE Kevin Mullins -15- Executive and the Company each have caused this Agreement to be enforced executed and effective as of the Execution Date. WRAP TECHNOLOGIES, INC. By: Name: Title: -16- EXHIBIT A PRIOR INVENTIONS 1. The following is a complete list of all Prior Inventions relevant to the maximum extent possible given the intent subject matter of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement. Notwithstanding the forgoing, if the value of this Agreement based upon the substantial benefit of the bargain for any party is materially impaired, which determination as made Executive's employment by the presiding court Company that have been made or arbitrator of competent jurisdiction shall be binding, then both parties agree conceived or first reduced to substitute such provision(s) through good faith negotiations. * * * * * Attachments: Annex A: Form of Stock Option Exercise Notice and Agreement 13 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT 14 ANNEX A VESTED ONLY 1. STOCK OPTION EXERCISE NOTICE AND AGREEMENT GOODRX HOLDINGS, INC. 2015 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 4 before submitting it practice by Executive alone or jointly with others prior to GoodRx Holdings, Inc. (the "Company"). OPTIONEE INFORMATION: Please provide Executive's employment with or affiliation with the following information about yourself ("Optionee"): Name: Social Security Number: Address: Employee Number: OPTION INFORMATION: Please provide this information on the option being exercised (the "Option"): Date of Grant: Type of Stock Option: Exercise Price per Share: $______ ☒ Nonqualified (NQSO) Total number of shares of Common Stock Company or any other member of the Company subject Group: Check appropriate space(s): ☐ None. ☐ See below: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ☐ Due to confidentiality agreements with a prior employer, Executive cannot disclose certain Prior Inventions that would otherwise be included on the Option: EXERCISE INFORMATION: Number of shares of Common Stock of the Company for which the Option is now being exercised: __________________. (These shares are referred to below as the "Purchased Shares.") Total Exercise Price being paid for the Purchased Shares: $______________ Form of payment enclosed [check all that apply]: above-described list. ☐ Check for $____________, payable to "GoodRx Holdings, Inc". Additional sheets attached. ☐ Wire transfer to the Company for $____________. See below. ______________________________________________________________ ______________________________________________________________ ☐ Other form of consideration as permitted by the Option Agreement. Please describe: ________________________________________________________________________. AGREEMENTS, REPRESENTATIONS AND ACKNOWLEDGMENTS OF OPTIONEE: By signing this Stock Option Exercise Notice and Agreement, Optionee hereby agrees with, and represents to, the Company as follows: 2. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of the Option subject to all other terms and conditions of the Notice of Stock Option Grant and the Stock Option Agreement that govern the Option, including without limitation the terms of the Company's 2015 Equity Incentive Plan, as it may be amended (the "Plan"). Additional sheets attached. View More