Severability Contract Clauses (27,855)

Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Executed In California, County of Orange, City of Tustin. ANTHONY L ANISH /s/ Anthony L. Anish July 1, 2011 By : Anthony L Anish Dated M Line Holdings, Inc /s/ George Colin July 1, 2011 By : GEORGE COLIN Dated /s/ Jitu Banker July ...1, 2011 By: JITU BANKER Dated EX-10.12 3 v335141_ex10-12.htm EXHIBIT 10.12 EXHIBIT 10.12 M line holdings, inc. Employee Agreement This Executive Employment Agreement ("Agreement") is made and effective this July 1, 2011 by and between M Line Holdings, Inc., a California Corporation ("The Company") and Anthony L Anish ("Executive"). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment. "The Company" hereby agrees to initially employ Anthony L. Anish "Executive" as its Chief Operating Officer and a member of the board of directors of M Line Holdings, Inc., (formerly Gateway International Holdings Inc.) and Executive hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular employees of the Company. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or appointment of Executive to another office or position, regardless of whether such office or position is inferior to Executive's initial office or position, shall not be a breach of this Agreement. View More

Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Executed In California, County of Orange, City of Tustin. Jitu Banker /s/ Jitu Banker July 1, 2011 By : Jitu Banker .Dated M Line Holdings, Inc /s/ George Colin July 1, 2011 By : GEORGE COLIN Dated /s/ Anthony L. Anish July 1, 2011... By: ANTHONY L ANISH Dated EX-10.13 4 v335141_ex10-13.htm EXHIBIT 10.13 EXHIBIT 10.13 M line holdings, inc. Employee Agreement This Executive Employment Agreement ("Agreement") is made and effective this July 1, 2011 by and between M Line Holdings, Inc., a California Corporation ("The Company") and Jitu Banker ("Executive"). NOW, THEREFORE, the parties hereto agree as follows: 1. Employment. "The Company" hereby agrees to initially employ Jitu Banker "Executive" as its Chief Financial Officer and a member of the board of directors of M Line Holdings, Inc., (formerly Gateway International Holdings Inc.) and Executive hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to regular employees of the Company. In the event of any conflict or ambiguity between the terms of this Agreement and terms of employment applicable to regular employees, the terms of this Agreement shall control. Election or appointment of Executive to another office or position, regardless of whether such office or position is inferior to Executive's initial office or position, shall not be a breach of this Agreement. View More

Severability. If any provision of the Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Agreement under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Company, materially altering the purpose or intent of the Plan or the Agreement, such provision shall be stricken as to such ju...risdiction or the Agreement, and the remainder of the Agreement shall remain in full force and effect. View More

Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision hereof, and the Plan shall be construed in all respects as if such invalid or unenforceable provisions were omitted herefrom. 17. Governing Law. The provisions of the Plan shall be governed by and construed in accordance with the laws of the State of Ohio.

Severability. If any provision of this Amendment is held by a court or arbitrator of competent jurisdiction to be unenforceable for any reason, then such provision shall be adjusted rather than voided, if possible, to achieve the intent of the parties hereto to the extent possible. In any event, all other provisions of this Amendment shall be deemed valid and enforceable to the extent possible.

Severability. In the event any provision of this Plan shall be held illegal or invalid, or would serve to invalidate the Plan, that provision shall be deemed to be null and void, and the Plan shall be construed as if it did not contain that provision.

Severability. If any provision of this Agreement or the application thereof to any person or circumstances is or shall be deemed illegal, invalid or unenforceable, the remaining provisions hereof shall remain in full force and effect and this Agreement shall be interpreted as if such legal, invalid or unenforceable provision did not exist herein.

Severability. In the event that any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. 14. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant's participation in, or benefits under, any other benefit plan or other co...ntract or arrangement maintained by the Company or any Subsidiary or Affiliate. Dividend Equivalents paid on either Bonus Restricted Stock Units or Other Restricted Stock Units shall not be deemed to be "Covered Compensation" under such plans. [15. Vesting of RSUs Contingent on Company Performance. Notwithstanding any other provisions in this Agreement, except in the event of an acceleration of vesting pursuant to Section 4(a) or Section 5 of this Agreement, the Participant's entitlement to the receipt of any Shares hereunder is contingent upon the Company's achievement of net income (as defined in accordance with generally acceptable accounting principles) for 2013 of $25 million or more. Net income shall be determined without regard to (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and (f) foreign exchange gains and losses. ][NOTE: PARAGRAPH 15 APPLIES ONLY TO EXECUTIVE OFFICER VERSION.] FIRST AMERICAN FINANCIAL CORPORATION By: Name: Title: Date: [Grant Date] Acknowledged and agreed as of the Date of Grant: Printed Name: [Participant Name] Date: [Acceptance Date] [NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY] EX-10.7.10 3 d447646dex10710.htm EX-10.7.10 EX-10.7.10 Exhibit 10.7.10 [Employee] Notice of Restricted Stock Unit Grant Participant: [Participant Name] Company: First American Financial Corporation Notice: You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto. Type of Award: Restricted Stock Units Plan: First American Financial Corporation 2010 Incentive Compensation Plan Grant: Date of Grant: [Grant Date] [Number of Shares Underlying Bonus Restricted Stock Units: [Number of shares Granted]] [Number of Shares Underlying Other Restricted Stock Units: [Number of shares Granted]] Period of Restriction: Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse on the date listed in the "Lapse Date" column below as to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such date. Lapse Date Percentage of Shares as toWhich Period of Restriction Lapses Date of Grant + 1 year 25 % Date of Grant + 2 years 25 % Date of Grant + 3 years 25 % Date of Grant + 4 years 25 % For the avoidance of doubt, the relevant percentage of the Period of Restriction shall lapse on a pro-rata basis with respect to each of the total Shares underlying Bonus Restricted Stock Units and the total Shares underlying Other Restricted Stock Units. Rejection: If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com/firstamerican and follow the steps outlined under the "Accept Grant" link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Restricted Stock Unit Award. [Employee] Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the "Grant Notice"), is made between First American Financial Corporation (the "Company") and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement. View More

Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. 14. Other Plans. The Participant acknowledges that any income derived from the Restricted Stock Units shall not affect the Participant's participation in, or benefits under, any other benefit plan or other co...ntract or arrangement maintained by the Company or any Subsidiary or Affiliate. Dividend Equivalents paid on either Bonus Restricted Stock Units or Other Restricted Stock Units shall not be deemed to be "Covered Compensation" under such plans. View More