Severability Contract Clauses (27,855)

Severability. If any provision of this Employment Agreement (including but not limited to any covenant contained in Section 9) shall be found invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render such provision valid and enforceable, or shall be deemed excised from this Employment Agreement, as may be required under applicable law, and this Employment Agreement shall be construed and enforced to the m...aximum extent permitted by applicable law, as if such provision had been originally incorporated in this Employment Agreement as so modified or restricted, or as if such provision had not been originally incorporated in this Employment Agreement, as the case may be. 9 16. Arbitration. ICE shall have the right to obtain an injunction or other equitable relief arising out of Executive's breach of the provisions of Section 9 of this Employment Agreement. However, any other controversy or claim arising out of or relating to this Employment Agreement or any alleged breach of this Employment Agreement, or any other claim arising out of or relating to Executive's employment by ICE, shall be settled by binding arbitration in Atlanta, Georgia in accordance with the rules of the American Arbitration Association then applicable to employment-related disputes, and a judgment upon the arbitration award may be entered by any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable rules of the American Arbitration Association. The arbitrator shall be empowered to award any category of damages that would be available to the parties under applicable law. ICE shall be responsible for paying the reasonable fees of the arbitrator, unless the fees are otherwise allocated by the arbitrator consistent with applicable law. Initials of the parties expressly assenting to the arbitration provision in Section 16: AWG DAF Executive's initials Initials of ICE representative 17. Executive's Legal Fees and Expenses. ICE shall have no obligation under the terms of this Employment Agreement to reimburse Executive for any of Executive's legal fees and expenses for any claims under this Employment Agreement that are unrelated to a Change in Control. ICE shall reimburse Executive for Executive's reasonable legal fees and expenses incurred in connection with any claim made with respect to Executive's rights under Section 7(c); provided that such reimbursement shall be subject to recoupment by ICE if Executive's claim is found to have been brought in bad faith. View More

Severability. If any provision or set of provisions of this Note (or any portion thereof) is held by an arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable for any reason whatever: (a) such provision shall be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such provision and such modified provision shall be reduced to a writing and signed by the parties hereto; (b) the validity, legality and enf...orceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby; and (c) to the fullest extent possible, the provisions of this Note shall be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable. View More

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or un...enforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible. View More

Severability. If any term, provision, covenant or restriction of this Third Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Third Amendment and of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Severability. If any provision of this Note is declared by a court of competent jurisdiction to be in any way invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due here...under shall automatically be lowered to equal the maximum permitted rate of interest. View More

Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability, without invalidating or rendering unenforceable the remaining provisions of this Agreement.

Severability. If any term or provision of this Sixth Amendment shall be determined to be illegal or unenforceable all other terms and provisions of this Sixth Amendment shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable Law.

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. * * * * * Attachment: Annex A: Form of Stock Option Exercise Notice and Agreement 10 ANNEX A FORM OF STOCK OPTION EXERCISE NOTICE AND AGREEMENT STOCK OPTION EXERCISE NOTICE AND AGREEMENT LYELL IMMUNOPHARMA, INC. 2018 EQUITY INCENTIVE PLAN *NOTE: You must sign this Notice on Page 3 before submitting it to Lyell Immunopharma, Inc. (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: 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 [________________]. (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 "Lyell Immunopharma, Inc." ☐ Certificate(s) for ________________ shares of Common Stock of the Company. These shares will be valued as of the date this notice is received by the Company. [Requires Company consent.] 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: 1. Terms Governing. I acknowledge and agree with the Company that I am acquiring the Purchased Shares by exercise of 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 2018 Equity Incentive Plan, as it may be amended (the "Plan"). View More

Severability. If any provision of this Agreement is held illegal, invalid, or unenforceable, such holding shall not affect the validity of any other provisions hereof, which shall remain in full force and effect to continue to be binding on the Parties. In the event any provision is held illegal, invalid, or unenforceable, such provision shall be limited so as to affect the intent of the Parties to the fullest extent permitted by applicable law. Any claim by Employee against the Company shall not constitute a... defense to enforcement by the Company. View More

Severability. If any portion of this Plan is deemed to be in conflict with local law, that portion of the Plan, and that portion only, will be deemed void under local law. All other provisions of the Plan will remain in effect.15.Governing Law. This Plan shall be governed by the laws of the State of Delaware, without regard to any conflicts of laws. EX-10.1 2 a101electronicartsincexecu.htm ELECTRONIC ARTS INC. EXECUTIVE BONUS PLAN DocumentEXHIBIT 10.1ELECTRONIC ARTS INC.EXECUTIVE BONUS PLANAs Amended on May 1...9, 2021Effective April 4, 20211.Purpose. The purpose of this Plan is to provide certain employees of the Company and its subsidiaries with incentive compensation based upon the level of achievement of financial, business and other performance criteria. View More