Severability Contract Clauses (27,855)

Severability. In the event any provision of this Agreement shall be found unenforceable, the unenforceable provision shall be deemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby.

Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms. 6 13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, corre...spondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof. View More

Severability. If any provision of this Agreement is found or held to be invalid, illegal, or unenforceable by a court or other decision-making body of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable to the greatest extent allowed under law, unless such a construction would be unreasonable.

Severability. Every provision of this Award Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement. Exhibit 10.5 14.Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one ...and the same instrument. View More

Severability. If any provision of the Plan is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Committee, it shall be stricken and the remainder of the Plan shall remain in full force and effect. * * * "The foregoing Plan was Initially adopted by our Board of D...irectors on February 3, 2022, and further revised by the Compensation Committee of the Board of Directors, on February 27, 2022, and approved by the Stockholders on May 19, 2022" Date: August 11, 2022 /s/ Laura Spencer Garth Laura Spencer Garth Secretary Stereotaxis, Inc. EX-10.1 2 ex10-1.htm Exhibit 10.1 2022 STOCK INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of the Plan is to provide the Company with a means to assist in recruiting, retaining, and rewarding certain employees, directors, consultants, and other individuals providing services to the Company and to motivate such individuals to exert their best efforts on behalf of the Company by providing incentives through the granting of Awards. By granting Awards to such individuals, the Company expects that the interests of the recipients will be better aligned with those of the Company by providing recipients with a proprietary interest in the growth and performance of the Company. View More

Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision, and such provision or portion of provision shall be modified and enforced to the greatest extent permitted by law.

Severability. If any provision of this Letter Agreement or the Release is held to be invalid, void, or unenforceable, such provision shall be of no force or effect and the invalidity or unenforceability of such provision shall have no effect upon, and shall not impair the validity or enforceability of, any other provision of this Letter Agreement and Release; provided, however, that, such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision sh...all be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law. 5.409A. The Parties intend for the payments and benefits under this Letter Agreement to be exempt from Section 409A or, if not so exempt, to be paid or provided in a manner which complies with the requirements of such section, and intend that this Letter Agreement shall be construed and administered in accordance with such intention. If any payments or benefits due to Executive hereunder would cause the application of an accelerated or additional tax under Section 409A, such payments or benefits shall be restructured in a manner which does not cause such an accelerated or additional tax. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Letter Agreement shall be treated as a separate payment of compensation. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A (i) you shall not be considered to have terminated employment with the Company Group for purposes of this Letter Agreement until Executive would be considered to have incurred a "separation from service" from the Company Group within the meaning of Section 409A and (ii) amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Letter Agreement during the six-month period immediately following Executive's separation from service shall instead be paid on the first business day after the date that is six months following your termination date (or death, if earlier). Notwithstanding anything to the contrary in this Letter Agreement, all (A) reimbursements and (B) in-kind benefits provided under this Letter Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (x) the amount of expenses eligible for reimbursement, or in kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in kind benefits to be provided, in any other calendar year; (y) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (z) the right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit. View More

Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity, or would disqualify the Plan under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, such provision shall be construed or deemed str...icken as to such jurisdiction, person, or entity, and the remainder of the Plan shall remain in full force and effect. 15 35. Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control. * * * 16 EX-10.30 7 d359406dex1030.htm EX-10.30 EX-10.30 Exhibit 10.30 D-Wave Quantum Inc. Employee Stock Purchase Plan 1. Purpose. The purpose of this Employee Stock Purchase Plan (the "Plan") of D-Wave Quantum Inc., a Delaware corporation (the "Company"), is to provide eligible Employees of the Company and its Designated Subsidiaries with a convenient opportunity to purchase Common Stock of the Company. The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code (including, without limitation, extending and limiting participation, and prescribing certain terms of any Offering). Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. The Plan was adopted by the Company effective as of August 5, 2022, and approved by the Company's stockholders on August 2, 2022. View More

Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision shall be severed from this Agreement, and such severance shall have no effect upon the enforceability of the remainder of this Agreement. 3 16. Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by one of the Parties must be in writing and shall apply solely to the specif...ic instance expressly stated therein. View More

Severability. If any provision of this Agreement is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall be deemed modified to the extent necessary to render the same valid or not applicable to given circumstances, as the situation may require, and this Agreement shall be construed and enforced as if such provision had been included herein as so modified in scope or application or had not been included herein, as the case m...ay be. Although Employee agrees that the restrictions on Employee's activities in this Agreement are reasonable, given the nature and scope of Company's business, the information made available to Employee during his employment, and the compensation provided for herein, Employee and Company agree that in lieu of declaring the restrictions void, a court of competent jurisdiction shall be requested by both parties to modify the restrictions to the extent necessary under applicable law and to protect the legitimate interests of both Company and Employee. View More