Severability Clause Example with 9 Variations from Business Contracts

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. herein.26. Governing Law. This Res...tricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. law.27. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an this Performance Award under the Plan is not intended to be a part of the salary of the Employee.b. Executive.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 24 above, if the Employee Executive has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. govern except to the extent compliance with such provision would result in a violation of Code Section 409A.c. Independent Covenants. The Employee Executive acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee Executive and the Company and the existence of any claim or cause of action the Employee Executive may have against the Company shall not constitute a defense to enforcement of the Employee's Executive's promises herein. d. To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Executive and the Company, whether effective before or after this Performance Award Agreement (the "Restrictive Covenant Agreement"), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Performance Award Agreement.d. Electronic Delivery and Signatures. The Employee Executive hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee Executive hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee Executive consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan. e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, Executive, and the Employee Executive acknowledges receipt thereof. f. Committee Action. To the extent any provision of this Performance Award Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. "Insider" means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. View More

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing herein.Page | 13 26.Gove...rning Law. This Restricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not law.27.Miscellaneous Provisions.a.Not a Part of Salary. The grant of an this Performance Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts Employee.b.Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent govern except to the extent compliance with such provision would result in a violation of Code Section 409A.c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Employee and the Company, whether effective before or after this Performance Award Agreement (the "Restrictive Covenant Agreement"), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Performance Award Agreement.d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan Plan. e.Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. f.Committee Action. To the extent any provision of this Performance Award Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. "Insider" Page | 14 means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. View More

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing herein.26.Governing Law.... This Restricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not law.27.Miscellaneous Provisions.a.Not a Part of Salary. The grant of an this Performance Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts Employee.b.Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent govern except to the extent compliance with such provision would result in the loss of an exemption from Code Section 409A.c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Employee and the Company, whether effective before or after this Performance Award Agreement (the "Restrictive Covenant Agreement"), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Performance Award Agreement. Page | 122022 PSU d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan Plan. e.Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. f.Committee Action. To the extent any provision of this Performance Award Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. "Insider" means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. View More

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing herein.26.Governing Law.... This Restricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not law.27.Miscellaneous Provisions.a.Not a Part of Salary. The grant of an this Performance Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts Employee.b.Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent govern except to the extent compliance with such provision would result in the loss of an exemption from Code Section 409A.c.Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic To the extent the topic of any restrictive covenant in Paragraphs 14 through 17 is addressed in an enforceable restrictive covenant agreement between the Employee and the Company, whether effective before or after this Performance Award Agreement (the "Restrictive Covenant Agreement"), the parties agree that the terms of such restrictive covenant contained in the Restrictive Covenant Agreement shall apply instead of the corresponding covenant in this Performance Award Agreement.d.Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other Page | 102023 PSU related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan Plan. e.Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. f.Committee Action. To the extent any provision of this Performance Award Agreement provides authority to the Committee or its delegee to act related to a non-ministerial matter, only the Committee may act to the extent such provision applies to an Insider. "Insider" means an individual who is, on the relevant date, subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. View More

Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing Law. This The Restricted Stock Agreement shall be construed in accordance with... the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 above, if If the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the Employment Agreement employment agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. Page | 7RSA Soma Officers d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). Plan). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan.Firmwide:142191837.1 049970.1002 Page | 8RSA Soma Officers EX-10.2 5 exhibit102restrictedstocka.htm EXHIBIT 10.2 Exhibit Exhibit 10.2CHICO'S FAS, INC. 2012 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENTCapitalized terms not defined herein have the meaning given such terms in the Chico's FAS, Inc. 2012 Omnibus Stock and Incentive Plan.This Restricted Stock Agreement (the "Restricted Stock Agreement") is effective as of the date of grant (the "Grant Date"), and is entered into between Chico's FAS, Inc., a Florida corporation (the "Company"), and Grantee (the "Employee").WHEREAS, the Compensation Committee of the Board of Directors of the Company (the "Committee") is authorized to make grants of Restricted Stock under the Company's 2012 Omnibus Stock and Incentive Plan;WHEREAS, prior to the Grant Date, the Committee approved the grant, pursuant to the Plan, Restricted Stock to the Employee on the Grant Date provided that the Employee continued to be employed as an employee of the Company on the Grant Date;NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:1.Grant of Restricted Stock. The Company hereby grants to the Employee all right, title and interest in the record and beneficial ownership of a defined number of shares of common stock, $.01 par value per share, of the Company ("Common Stock") subject to the provisions of this Restricted Stock Agreement (the "Restricted Stock"). The Restricted Stock is granted pursuant to and to implement in part the Chico's FAS, Inc. 2012 Omnibus Stock and Incentive Plan (as amended and Prospectus. A copy in effect from time to time, the "Plan") and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as a prospectus for the Plan, has been provided provisions of this Restricted Stock Agreement. The Employee agrees to be bound by all of the Employee, terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and the Employee acknowledges receipt thereof. Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided. View More

Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing Law. This The Restricted Stock Agreement shall be construed in accordance with... the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph paragraph 21 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the Employment Agreement employment agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. Page | 7RSA Non-Soma Officers d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). Plan). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan.Firmwide:142190761.1 049970.1002 Page | 8RSA Non-Soma Officers EX-10.1 4 exhibit101restrictedstocka.htm EXHIBIT 10.1 Exhibit Exhibit 10.1CHICO'S FAS, INC. 2012 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENTCapitalized terms not defined herein have the meaning given such terms in the Chico's FAS, Inc. 2012 Omnibus Stock and Incentive Plan.This Restricted Stock Agreement (the "Restricted Stock Agreement") is effective as of the date of grant (the "Grant Date"), and is entered into between Chico's FAS, Inc., a Florida corporation (the "Company"), and Grantee (the "Employee").WHEREAS, the Compensation Committee of the Board of Directors of the Company (the "Committee") is authorized to make grants of Restricted Stock under the Company's 2012 Omnibus Stock and Incentive Plan;WHEREAS, prior to the Grant Date, pursuant to the Plan, the Committee approved the grant of Restricted Stock to the Employee on the Grant Date provided that the Employee continued to be employed as an employee of the Company on the Grant Date;NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:1.Grant of Restricted Stock. The Company hereby grants to the Employee all right, title and interest in the record and beneficial ownership of a defined number of shares of common stock, $.01 par value per share, of the Company ("Common Stock") subject to the provisions of this Restricted Stock Agreement (the "Restricted Stock"). The Restricted Stock is granted pursuant to and to implement in part the Chico's FAS, Inc. 2012 Omnibus Stock and Incentive Plan (as amended and Prospectus. A copy in effect from time to time, the "Plan") and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as a prospectus for the Plan, has been provided provisions of this Restricted Stock Agreement. The Employee agrees to be bound by all of the Employee, terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and the Employee acknowledges receipt thereof. Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided. View More

Severability. In the event that any provision of this Restricted Stock Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Agreement and this Restricted Stock Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. Governing Law. This Restricted Stock Agreement shall be construed in accordance with the... laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph paragraph 21 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock awards, or otherwise conflicts with the terms of this Restricted Stock Agreement, the provisions of the Employment Agreement employment agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan. Page | 92017 RSA 30463473v3 EX-10.50 6 exhibit10502017restricteds.htm EXHIBIT 10.50 RSA Exhibit Exhibit 10.50 CHICO'S FAS, INC. 2012 OMNIBUS STOCK AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENTThis Restricted Stock Agreement (this "Restricted Stock Agreement") is effective as of the date of grant indicated on the Appendix hereto (the "Grant Date"), and is entered into between Chico's FAS, Inc., a Florida corporation (the "Company"), and the Grantee named in the Appendix hereto (the "Employee"). WHEREAS, the Human Resources, Compensation and Benefits Committee of the Board of Directors of the Company (the "Committee") is authorized to make grants of Restricted Stock under the Company's 2012 Omnibus Stock and Incentive Plan (as amended and in effect from time to time, the "Plan");WHEREAS, prior to the Grant Date, pursuant to the Plan, the Committee approved the grant of Restricted Stock to the Employee on the Grant Date provided that the Employee continues to be employed as an employee of the Company on the Grant Date;NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises set forth below, the parties hereto agree as follows:1.Grant of Restricted Stock. The Company hereby grants to the Employee all right, title and interest in the record and beneficial ownership of the number of shares of common stock, $.01 par value per share, of the Company ("Common Stock") indicated on the Appendix hereto subject to the provisions of this Restricted Stock Agreement (the "Restricted Stock"). The Restricted Stock is granted pursuant to the Plan and Prospectus. A copy is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as a prospectus for the Plan, has been provisions of this Restricted Stock Agreement. The Employee agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. To the extent the terms of the Plan and this Restricted Stock Agreement are in conflict, the terms of the Plan shall govern. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided in this Restricted Stock Agreement. All references to the Employee, and the Employee acknowledges receipt thereof. specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided. View More

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. herein.26. Governing Law. This Res...tricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. law.27. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an this Performance Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 24 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or Page | 11 cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan. e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. View More

Severability. In the event that any provision of this Restricted Stock Performance Award Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of this Restricted Stock Performance Award Agreement and this Restricted Stock Performance Award Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had never been included herein.23. herein. Page | 10 23. Governing La...w. This Restricted Stock Performance Award Agreement shall be construed in accordance with the laws of the State of Florida to the extent federal law does not supersede and preempt Florida law.24. Miscellaneous Provisions.a. Not a Part of Salary. The grant of an Award under the Plan is not intended to be a part of the salary of the Employee.b. Conflicts with Any Employment Agreement. Notwithstanding Paragraph 21 above, if the Employee has an employment or change in control agreement with the Company or any of its subsidiaries (an "Employment Agreement") which contains different or additional provisions relating to vesting of restricted stock unit awards, or otherwise conflicts with the terms of this Restricted Stock Performance Award Agreement, the provisions of the Employment Agreement shall govern.c. Independent Covenants. The Employee acknowledges that the promises set forth herein by either party are independent of each other and are independent of any other provision in any other agreement between the Employee and the Company and the existence of any claim or cause of action the Employee may have against the Company shall not constitute a defense to enforcement of the Employee's promises herein. d. Electronic Delivery and Signatures. The Employee hereby consents and agrees to electronic delivery of share(s) of Common Stock, Plan documents, proxy materials, annual reports and other related documents. The Company has established procedures for an electronic signature system for delivery and acceptance of Plan documents (including documents relating to any programs adopted under the Plan and this Restricted Stock Performance Award Agreement). The Employee hereby consents to such procedures and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Employee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan, including any program adopted under the Plan.e. Plan. e. Plan and Prospectus. A copy of the Plan, as well as a prospectus for the Plan, has been provided to the Employee, and the Employee acknowledges receipt thereof. View More