Severability Contract Clauses (27,855)

Severability. The provisions of this Award Notice are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. ACKNOWLEDGEMENTThe undersigned acknowledges receipt of, and understands and agrees to be bound by, this Award Notice and the Plan. The undersigned further acknowledges that this Award Notice and the Plan set forth the entire understanding between him or her and G&W ...regarding the restricted stock unit award granted by this Award Notice and that this Award Notice and the Plan supersede all prior oral and written agreements on that subject.Dated: _____________________________________________________ Genesee & Wyoming Inc. By: /s/ Mary Ellen Russell Mary Ellen RussellChief Human Resource Officer 4 EX-10.3 3 gwr06302014ex103.htm FORM OF RESTRICTED STOCK UNIT AWARD NOTICE FOR DIRECTORS GWR 06.30.2014 EX 10.3 GENESEE & WYOMING INC.SECOND AMENDED AND RESTATED 2004 OMNIBUS INCENTIVE PLANRESTRICTED STOCK UNIT AWARD NOTICEGrantee: Type of Award:Restricted Stock Unit AwardNumber of Units: Date of Grant: 1. Grant of Restricted Stock Units. This Award Notice serves to notify you that the Compensation Committee (the "Committee") of the Board of Directors of Genesee & Wyoming Inc. ("G&W") hereby grants to you, under G&W's Second Amended and Restated 2004 Omnibus Incentive Plan (the "Plan"), a restricted stock unit award (the "Award"), on the terms and conditions set forth in this Award Notice and the Plan, of the number of units (the "Units") set forth above. The Plan is incorporated herein by reference and made a part of this Award Notice. A copy of the Plan is available on G&W's Intranet under Corporate Policies then Human Resources or from G&W's Human Resources Department upon request. You should review the terms of this Award Notice and the Plan carefully. The capitalized terms used in this Award Notice that are not defined herein have the meanings as defined in the Plan. View More

Severability. The provisions of this Award Notice are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Severability. If a provision of this Award Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, that provision shall be 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 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 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 of January 14, 2015 (the "Grant Date"), the Participant has been granted a Full Value Award under the Tenneco Inc. 2006 Long-Term Incentive Plan (the "Plan") in the form of shares of restricted stock with respect to 83,474 shares of Common Stock ("Restricted Shares"). The Award shall be subject to the following terms and conditions (sometimes referred to as this "Award Agreement") and the terms and conditions of the Plan as the same may be amended 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. In the event that any provision 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.

Severability. Every provision of this Plan is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.

Severability. In the event any one or more of the provisions contained in this Note should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeav...or in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. Each waiver in this Note is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against the Payees for having bargained for and obtained it. View More

Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) ...to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 9 and Section 12 hereof. If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by applicable law. View More

Severability. The provisions of this Release are severable. If any provision in this Release is found to be unenforceable, all other provisions will remain fully enforceable.

Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any adverse manner to either party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, th...e parties hereto will negotiate in good faith to modify this Agreement so as to reflect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. View More

Severability. If any term, provision, covenant or restriction of this 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 Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligati...ons of the Rights Agent, the Rights Agent shall be entitled to resign immediately. View More