Severability Contract Clauses (27,855)

Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent provided by law. If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerel...y, ALLIED MOTION TECHNOLOGIES INC. By /S/ RICHARD D. SMITH Name: Richard D. Smith Title: Executive Chairman of the Board APPROVED October 1, 2012 /S/ ROBERT P. MAIDA Robert P. Maida 11 EX-10.10 2 a2213468zex-10_10.htm EX-10.10 Exhibit 10.10 Allied Motion Technologies Inc. 23 Inverness Way East, Suite 150 Englewood, Colorado 80112 October 1, 2012 Robert P. Maida 98 Cove Creek Run West Seneca, NY 14224 Dear Mr. Maida: Allied Motion Technologies Inc. (the "Company") has determined that it is essential to the best interests of the Company and its shareholders to foster the continuous employment of key management personnel including you as Chief Financial Officer of the Company. The Board recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company exists. Such possibility and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. In addition, the Company seeks your unequivocal support in realizing the maximum value per share to shareholders of the Company in the event of a disposition of the Company. In the event of a change of control of the Company, we also seek your cooperation in a smooth transition of management. These objectives require employment arrangements that provide security to you in the face of uncertainty. The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. In order to induce you to remain in the employ of the Company, and in consideration of your agreements set forth in Sections 2(ii) hereof, the Company agrees that you shall receive the severance benefits set forth in this letter agreement ("Agreement") in the event your employment with the Company is Terminated subsequent to a "change in control of the Company" (as defined in Section 2 hereof) under the circumstances described below. View More

Severability. The declaration of invalidity of any provision of this Note shall not affect any part of the remainder of the provisions.

Severability. If any portion of this Agreement is held invalid, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, unless applying such remaining portions would frustrate the purpose of this Agreement.

Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resol...ve such conflict. 10 16. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. View More

Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any of the other terms, provisions, covenants, or conditions of this Agreement, each of which shall be binding and enforceable.

Severability. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect; and (b) not affect any other provision of the Plan or ...part thereof, each of which shall remain in full force and effect. 9Exhibit 10.1 19. Construction. As used in the Plan, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation." 20. Unfunded Status of the Plan. The Plan is intended to constitute an "unfunded" plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. View More

Severability. Each provision of this Agreement shall be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not be given full effect because of such law, this shall not affect any other provision which can be given effect without the conflicting provision or clause. 7 12. Entire Agreement. This Agreement and any equity award agreements relating to issuances hereunder collectively contain the entire agreement and understanding between the parti...es, and supersede all prior agreements and understandings relating to the subject matter hereof, including without limitation the Prior Agreement. There are no understandings, conditions, representations or warranties of any kind between the parties except as expressly set forth herein. View More

Severability. Any provision of this Third Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Third Amendment or such provision, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Severability. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which shall remain in full force and effect. 7 18. Entire Agreement; Modification. This Warrant constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, ...and undertakings of the parties, whether oral or written, with respect to such subject matter. PURE BIOSCIENCE, INC. By: /s/ Michael Krall Title: President and CEO 8 EXHIBIT A-1 NOTICE OF EXERCISE To: PURE Bioscience, Inc. (the "Company") 1. The undersigned hereby elects to purchase ____________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant. The undersigned represents that the aforesaid shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares, all except as in compliance with applicable securities laws. The undersigned represents that it is an "accredited investor" as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended. The undersigned hereby elects to purchase ____________ shares of Common Stock of the Company pursuant to the terms of the attached Warrant. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 5 OF THIS WARRANT. PURE BIOSCIENCE, INC. WARRANT TO PURCHASE 375,000 SHARES OF COMMON STOCK THIS CERTIFIES THAT, for value received, Morrison & Foerster LLP ("Holder") is entitled, at any time on or after January 25, 2013 (the "Date of Grant") and on or prior to the close of business on January 24, 2018 but not thereafter, to subscribe for and purchase up to 375,000 shares of the fully paid and nonassessable Common Stock (as adjusted pursuant to Section 2 hereof, the "Shares") of PURE Bioscience, Inc., a Delaware corporation (the "Company"), at the price of $0.83 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 2 hereof is herein referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term "Common Stock" shall mean the Company's Common Stock, $0.01 par value, or any stock into or for which such Common Stock may hereafter be converted or exchanged prior to or concurrent with the exercise of this Warrant. This Warrant is issued to Holder by the Company pursuant to a letter agreement between the Company and the Holder dated January 25, 2013. View More