Severability Contract Clauses (27,855)

Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included. 14 EX-10.6 2 d453207dex106.htm EX-10.6 EX-10.6 Exhibit 10.6 WAGEWORKS, INC. 2012 EM...PLOYEE STOCK PURCHASE PLAN (All share numbers in this Plan reflect the 1-for-2 reverse stock split of the Company's shares effected in July 2011) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions (as defined in Section 2(j) below). The Company's intention is to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of the Plan, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. View More

Severability. It is the intent of all parties to this Option Agreement that ISOs granted under the terms of this Option Agreement shall qualify for treatment as ISOs under Section 422 of the Internal Revenue Code of 1954, as amended. To that end, should any provisions of this Option Agreement be determined to invalidate such ISO treatment or characterization, such provisions shall be severable from, and shall not affect the remaining provisions of this Option Agreement.

Severability. In the event that any part of this Agreement shall be held to be unenforceable or invalid, the remaining parts shall nevertheless continue to be valid and enforceable as though the invalid portions were not a part hereof. 7 20. Construction. This Agreement is executed and delivered in the Commonwealth of Virginia and shall be construed and enforced in accordance with the laws of such state.

Severability. The failure of any provision of this Agreement shall in no manner affect the right to enforce the remainder of this Agreement, and the waiver by either the Company or Employee of any breach of any 5 provision of this Agreement shall not be construed to be a waiver by the Company or Employee of any succeeding breach of such provision or a waiver by such party of any breach of any other provision of this Agreement. Please indicate your agreement with the terms above by signing the attached copy of... this letter and returning it to the Company, attention of the undersigned. UNIVERSAL INSURANCE HOLDINGS, INC. By: /s/ Sean P. Downes Title: Chief Operating Officer ACCEPTED AND AGREED: /s/ Bradley I. Meier Bradley I. Meier 6 EX-10.1 2 d479978dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION COPY Universal Insurance Holdings, Inc. Bradley Meier Universal Insurance Holdings, Inc. 1110 West Commercial Boulevard Fort Lauderdale, Florida 33309 February 6, 2013 Founder and Adviser Agreement Dear Brad, This letter agreement (this "Agreement") sets forth our understanding concerning your resignation as President and Chief Executive Officer of Universal Insurance Holdings, Inc. (the "Company") and the continuation of your employment with the Company as Founder and Adviser. This Agreement supersedes and replaces in its entirety the Employment Agreement, dated August 11, 1999, as amended (the "Prior Agreement"), between you and the Company. View More

Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected or ...impaired or invalidated. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court will reduce such scope to the minimum extent necessary to make such covenants valid and enforceable. Executive acknowledges that the restrictive covenants contained in Section 7 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects. 12 Jon Springer Employment Agreement 20. Tax Withholding. The Company or other payor is authorized to withhold from any benefit provided or payment due hereunder, the amount of withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action as may be necessary in the Company's opinion to satisfy all obligations for the payment of such withholding taxes. View More

Severability. If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for 7 Norman M. Meier Employment Agreement any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and ef...fect and will in no way be affected or impaired or invalidated. If any court determines that any of such covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such court will reduce such scope to the minimum extent necessary to make such covenants valid and enforceable. Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects. View More

Severability. If any provision of this Note 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 Note so long as this Note as so modified continues to express,... 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. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with one or more valid provisions, the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 22 25. FEES AND CHARGES. The parties acknowledge and agree that upon Company's failure to comply with the provisions of this Note, the Holder's damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties' inability to predict future interest rates, the Holder's increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder, among other reasons. Accordingly, any fees, charges, and interest due under this Note, including without limitation the Prepayment Premium and the Redemption Premium, are intended by the parties to be, and shall be deemed, a reasonable estimate of the Holder's actual loss of its investment opportunity and not a penalty, and shall not be deemed in any way to limit any other right or remedy Holder may have hereunder, at law or in equity. View More

Severability. Should any provision of this Agreement be declared or determined by the Court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal part, term or provision shall be deemed not to be a part of this Agreement. DATE: February 25, 2013 By: /s/ Jeffrey D. Thomas Ambassadors Group, Inc., DATE: February 25, 2013 By:/s/ James M. Kalustian, Charinan of the Board EX-10.1 2 ex10_1.htm EXHIBIT 10.1 ex10_1.htm SEPARATION AGREEMENT an...d RELEASE This Separation Agreement and Release ("Agreement") affects an agreeable termination in connection with resignation from employment of Jeffrey D. Thomas ("Executive") from Ambassadors Group, Inc. ("Company"), as well as resolution of any claims, known and unknown, now existing between the parties. Executive and Company agree as follows: 1. Resignation and Release from Employment. Executive tenders his resignation from employment by Company and as an officer and director of Company, and Company accepts such resignation, so that Executive is released from full time employment effective February 25, 2013 (the "Release Date"). Executive and Company are parties to an Employment Agreement dated September 27, 2006 (the "Employment Agreement"). Executive and Company agree that: a. Executive's resignation will be treated as a resignation for "Good Reason" under the Employment Agreement. Both parties acknowledge that they have agreed there is "Good Reason" for resignation and neither party will contest such finding; b. There has not been a "Change of Control" as defined in the Employment Agreement. Neither party will contend in any proceeding that there has been a Change of Control; c. Executive's resignation is effective on the Release Date, so that the delayed date for a resignation for Good Reason provided in Section 4.2 of the Employment Agreement will not apply; and d. Executive's compensation as provided in this Agreement is based on the termination payments provided for in Section 4.2 and Section 5.8 of the Employment Agreement. Because there has not been a Change of Control, Executive will not receive enhanced termination payments provided for under Section 4.2(iii) of the Employment Agreement. View More

Severability. Should any provision of this Agreement be declared or determined by the Court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal part, term or provision shall be deemed not to be a part of this Agreement. DATE: February 25, 2013 By: /s/ Magaret Thomas Ambassadors Group, Inc., DATE: February 25, 2013 By: /s/ James M. Kalustian, Charinan of the Board EX-10.2 3 ex10_2.htm EXHIBIT 10.2 ex10_2.htm SEPARATION AGREEMENT and ...RELEASE This Separation Agreement and Release ("Agreement") affects an agreeable termination in connection with resignation from employment of Margaret Thomas ("Executive") from Ambassadors Group, Inc. ("Company"), as well as resolution of any claims, known and unknown, now existing between the parties. Executive and Company agree as follows: 1. Resignation and Release from Employment. Executive tenders her resignation, and Company accepts such resignation, so that Executive is released from full time employment effective February 25, 2013 (the "Release Date"). Executive and Company are parties to Severance Plan and Agreement dated March 9, 2011 (the "Severance Agreement"). Executive and Company agree that: a. Executive's resignation will be treated as a Termination for Good Reason under the Severance Agreement. Both parties acknowledge that they have agreed there is Good Reason for resignation and neither party will contest such finding; b. There has not been a "Change of Control" as defined in the Severance Agreement. Neither party will contend in any proceeding that there has been a Change of Control; c. Executive's resignation is effective on the Release Date; and d. Executive's compensation as provided in this Agreement is based on the termination payments provided for in Section 1 of the Severance Agreement. Because there has not been a Change of Control, Executive will not receive enhanced termination payments provided for under Section 1(a) of the Severance Agreement. View More

Severability. If any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and effect without said provision; provided, however, that if the Release becomes or is so declared to be illegal, unenforceable, or void, the Company shall be relieved of its obligation to provide any of the consideration set forth in Section 2 of this Agreement.