Severability Contract Clauses (27,855)

Severability. If and to the extent that any provision of this Agreement is held to unenforceable or invalid, the remaining terms and provisions of this Agreement shall be enforced without reference to said unenforceable or invalid provision, it being the intent of the parties that the provisions hereof are and shall be severable.

Severability. If one or more of the provisions of this Award shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award to b...e construed so as to foster the intent of this Award and the Plan. EX-10.1 2 a50852874ex10_1.htm EXHIBIT 10.1 a50852874ex10_1.htm Exhibit 10.1 DYAX CORP. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN 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 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 the reverse side of this Certificate. Award Date: _________________________________ Name of Participant: _________________________________ Address: _________________________________ Social Security No. : _________________________________ Number of Units: _________________________________ Vesting Schedule: _________________________________. Automatic Sell-to-Cover: When shares of Common Stock are issued upon each vesting date of the 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 terms and conditions on the reverse side of this Certificate. By acceptance of this Award, Participant agrees to all the terms and conditions hereof, including, without limitation, those set forth in the Plan and on the reverse side of 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 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 event of any conflict between the terms of the 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, 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 obtained upon written request without charge from the Treasurer of Dyax. View More

Severability. If any term or other provision of this Agreement is held to be illegal, invalid or unenforceable by any rule of law or public policy, such term or provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof, and all other conditions and provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or unenforceable, there shall be... substituted automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable. 15. Waiver. The failure of Grantee or the Company to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Grantee or the Company may have under this Agreement shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. View More

Severability. If any term of this Amendment or any application thereof shall be held to be invalid, illegal or unenforceable, the validity of other terms of this Amendment or any other application of such term shall in no way be affected thereby. -2- 7. Entire Agreement. This Amendment sets forth the entire agreement and understanding of the parties with respect to the amendment to the Credit Agreement contemplated hereby and supersedes all prior understandings and agreements, whether written or oral, between... the parties hereto relating to such amendment. No representation, promise, inducement or statement of intention has been made by any party that is not embodied in this Amendment, and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein. View More

Severability. Whenever possible, each provision of this Agreement will be interpreted in a manner to be effective, valid and enforceable. If, however, any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or the remaining provisions of this Agreement. Furthermore, there... shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and still have such similar provision be construed and enforced as legal, valid, and enforceable. View More

Severability. The Parties agree that each and every paragraph, sentence, clause, term and provision of this Agreement is severable and that, in the event any portion of this Agreement is adjudged to be invalid or unenforceable, the remaining portions thereof shall remain in effect and be enforced to the fullest extent permitted by law. Further, should any particular clause, covenant, or provision of this Agreement be held unreasonable or contrary to public policy for any reason, the Parties acknowledge and ag...ree that such covenant, provision or clause shall automatically be deemed modified such that the contested covenant, provision or clause will have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law. 29 39. Assignment-Notices. The rights and obligations of the Company under this Agreement shall inure to its benefit, as well as the benefit of its parent, subsidiary, successor and affiliated entities, and shall be binding upon the successors and assigns of the Company. This Agreement, being personal to Executive, cannot be assigned by Executive, but his personal representative shall be bound by all its terms and conditions. Any notice required hereunder shall be sufficient if in writing and mailed to the last known residence of Executive or to the Company at its principal office with a copy mailed to the Office of the General Counsel. View More

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, null and void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, that if any such excluded terms, provisions, covenants or restrictions shall materially and adversely affect the rights, immunities,... liabilities, duties, responsibilities or obligations of the Rights Agent, the Rights Agent shall be entitled to resign upon ten (10) Business Days' written notice to the Company. View More

Severability. If any provision of this Option is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Option so long as this Option as so modified continues to ex...press, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. View More

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

Severability. If any term or provision of this Agreement, or the application thereof, shall to any extent be invalid or unenforceable, and the intent of the parties hereto in entering into this Agreement is not materially frustrated or negated thereby, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and shall be enforced to the full extent permitted by law.