Grouped Into 134 Collections of Similar Clauses From Business Contracts
This page contains Successors clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 25 14. No fiduciary duty. The Company and the Selling Stockholder hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the C...ompany and the Selling Stockholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company or the Selling Stockholder and (c) the Company's engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company and the Selling Stockholder agree that they are solely responsible for making their own respective judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the Selling Stockholder on related or other matters). The Company and the Selling Stockholder agree that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 9 hereof, and no other person will have any right or obligation hereunder. 25 14. 31 15. No fiduciary duty. Fiduciary Duty. The Company Company, the Operating Partnership and the Selling Stockholder Stockholders hereby acknowledge that (a) the purchase and sale of the Securities pursuant ...to this Agreement is an arm's-length commercial transaction between the Company Company, the Operating Partnership and the Selling Stockholder, Stockholders, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, other hand; (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company or Company, the Operating Partnership and the Selling Stockholder Stockholders; and (c) the Company's and Selling Stockholders' engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company Company, the Operating Partnership and the Selling Stockholder Stockholders agree that they are solely responsible for making their own respective judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company Company, the Operating Partnership or the Selling Stockholder Stockholders on related or other matters). The Company Company, the Operating Partnership and the Selling Stockholder Stockholders agree that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or Company, the Operating Partnership and the Selling Stockholder, Stockholders, in connection with such transaction or the process leading thereto. View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 25 32 14. No fiduciary duty. The Each of the Company and the each Selling Stockholder hereby acknowledge acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length com...mercial transaction between the Company and the or Selling Stockholder, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company or the any Selling Stockholder and (c) the Company's engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, each of the Company and the each Selling Stockholder agree agrees that they are it is solely responsible for making their its own respective judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company or the any Selling Stockholder on related or other matters). The Each of the Company and the each Selling Stockholder agree agrees that they it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the such Selling Stockholder, as the case may be, in connection with such transaction or the process leading thereto. View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 25 21 14. No fiduciary duty. Fiduciary Duty. The Company and the Selling Stockholder hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement Agreement, including without limitat...ion the determination of the public offering price of the Securities and any interaction that the Underwriter has with the Company, the Selling Stockholder and/or their respective representatives or agents in relation thereto, is part of an arm's-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent or fiduciary of the Company or the Selling Stockholder and, with respect to any natural person Selling Stockholder, the interactions engaged in with respect to this Agreement or the transactions contemplated hereby between the Underwriter and any such affiliates, on the one hand, and the Selling Stockholder and any such representatives or agents, on the other, will not be deemed to form a relationship with the Selling Stockholder that would require any Underwriter to treat the Selling Stockholder as a "retail customer" for purposes of Regulation Best Interest ("Reg BI") pursuant to Rule 15l-1 of the Exchange Act, or a "retail investor" for purposes of Form CRS ("Form CRS") pursuant to Rule 17a-14 of the Exchange Act and (c) the Company's and Selling Stockholder's engagement of the Underwriters Underwriter in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company and the Selling Stockholder agree that they are solely responsible for making their own respective judgments in connection with the offering and other matters addressed herein or contemplated hereby (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company or the Selling Stockholder on related or other matters). The Company and the Selling Stockholder also acknowledge and agree that they will the Underwriter has not claim that the Underwriters have rendered to them any investment advisory services of any nature or respect, or owe an respect and will not claim that the Underwriter owes any agency, fiduciary or similar duty to the Company or the Selling Stockholder, in connection with the offering and such transaction other matters or the process leading thereto. In addition, any natural person Selling Stockholder further acknowledges and agrees that the Underwriter has not made any recommendation to it with respect to their personal circumstances in connection with the offering or such other matters or the process leading thereto and that the Underwriter has not assumed any type of obligation under Reg BI or Form CRS in respect of any natural person Selling Stockholder as a result of entry into this Agreement or the activities contemplated hereby. The Selling Stockholder further acknowledges and agrees that, although the Underwriter may provide the Selling Stockholder with certain Reg BI and Form CRS disclosures or other related documentation in connection with the offering, the Underwriter is not making a recommendation to the Selling Stockholder to participate in the offering or sell any Underwritten Securities at the purchase price set forth in Section 2 above, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation. The Company further acknowledges and agrees that in any and all discussions with the Underwriter in connection with this Agreement and the matters contemplated hereby, that the Underwriter is providing services solely to the Company and all such employees, officers or directors of the Company engaged in such discussions are acting solely as representatives of the Company not in their individual or personal capacity as potential selling stockholder or as representatives of the Selling Stockholder, and that any view expressed or recommendation that may be deemed to be made by the Underwriter is expressed or made solely to and for the benefit of the Company. View More
Successors. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to his death (or to his estate, if the Exe...cutive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.View More
Successors. This Agreement shall inure to the benefit of and be enforceable by the Executive's Employee's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's Employee's death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive's Employee's beneficiary designated in writing to the Company prior to his de...ath (or to his estate, if the Executive Employee fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. View More
Successors. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall continue such payments to the Executive's beneficiary designated in writing to the Company prior to his death (or to his estate, if the Exe...cutive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. View More
Successors. This Agreement shall will inure to the benefit of and be enforceable by the Executive's personal representatives, executors, administrators, heirs, distributees, devisees and legatees. In the event of the Executive's death after his termination of employment but prior to the completion by the Company of all payments due him under this Agreement, the Company shall will continue such payments to the Executive's beneficiary designated in writing to the Company prior to his death (or to his estate, ...if the Executive fails to make such designation). The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.View More
Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.
Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees legatees, and distributees, distributes, and upon the Company, its successors Subsidiaries, its successors, and assigns.
Successors. This Agreement Warrant shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, Corporation, its successors and assigns.
Successors. This Agreement shall be binding upon you, your legal representatives, heirs, assigns, legatees and distributees, and upon the Company, its successors and assigns.
Successors. The provisions of this Agreement will benefit and will be binding upon the permitted assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. However, the RSUs and any dividend equivalents are non-assignable, except as may be permitted by the Plan.
Successors. The provisions of this Agreement will benefit and will be binding upon the permitted assigns, successors in interest, personal representatives, estates, heirs and legatees of each of the parties hereto. However, the RSUs and any dividend equivalents are Stock Option is non-assignable, except as may be permitted by the Plan.
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder. **** This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Please read the attached Exhibits A and B. Once you have read and understood this Agreement and Exhibits A and B, please click the acceptance box to certify and confirm your agreement to be bound by the... terms and conditions of this Agreement and Exhibits A and B, and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Option granted hereunder. EXHIBIT A WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Exhibit forms a part of the Stock Option Award Agreement covering Options awarded to an employee of Walgreens Boots Alliance, Inc., on behalf of itself, its affiliates, subsidiaries, and successors (collectively referred to as "Employee" and the "Company"). WHEREAS, the Company develops and/or uses valuable business, technical, proprietary, customer and patient information it protects by limiting its disclosure and by keeping it secret or confidential; WHEREAS, Employee acknowledges that during the course of employment, he or she has or will receive, contribute, or develop such confidential information; and WHEREAS, the Company desires to protect from its competitors such confidential information and also desires to protect its legitimate business interests and goodwill in maintaining its employee and customer relationships. NOW THEREFORE, in consideration of the Stock Option issued to Employee pursuant the Agreement to which this is attached as Exhibit A, Employee agrees to be bound by the terms of this Agreement: 1. Confidentiality. At all times during and after the termination of my employment with the Company, I will not, without the Company's prior written permission, directly or indirectly for any purpose other than performance of my duties for the Company, utilize or disclose to anyone outside of the Company any confidential information, of the Company or any information received by the Company in confidence from or about third parties, as long as such matters remain trade secrets or confidential. Trade secrets and other confidential information shall include any information or material which is not generally known to the public, and which (a) is generated or collected by or utilized in the operations of the Company and relates to the actual or anticipated business of the Company or the Company's actual or prospective vendors or clients; or (b) is suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any client of the Company. Confidential information shall not be considered generally known to the public if revealed improperly to the public by me or others without the Company's express written consent and/or in violation of an obligation of confidentiality to the Company. Examples of confidential information include, but are not limited to, customer and supplier identification and contacts, confidential information about customers, business relationships, contract provisions, pricing, margins, business plans, marketing plans, identities of contractors and terms of payment, identities of customer referral sources, financial data, business and customer strategy, techniques, formulations, technical know-how, formulae, research, development and production information, processes, designs, architecture, prototypes, models, software, solutions, discussion guides, personal or performance information about employees, research and development, patent applications and plans, projections, proposals or legal advice related to the foregoing. The restrictions set forth in this paragraph are in addition to and not in lieu of any obligations I have by law with respect to the Company's confidential information, including any obligations I may owe under the Trade Secrets Act of any state or similar statutes. Further, the confidentiality obligations herein shall not prevent me from revealing evidence of criminal wrongdoing to law enforcement or prohibit me from divulging confidential information or trade secrets by order of court or agency of competent jurisdiction or as required by law; however, I shall promptly inform the Company of any such situations and shall take reasonable steps to prevent disclosure of confidential information or trade secrets until the Company has been informed of such required disclosure and has had a reasonable opportunity to seek a protective order.View More
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder. **** This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Please read the attached Exhibits A and B. Once you have read and understood this Agreement and Exhibits A and B, please click the acceptance box to certify and confirm your agreement to be bound by the... terms and conditions of this Agreement and Exhibits A and B, and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Option Award granted hereunder. 10 EXHIBIT A WALGREENS BOOTS ALLIANCE, INC. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Exhibit forms a part of the Restricted Stock Option Award Unit Agreement covering Options Restricted Stock Units awarded to an employee of Walgreens Boots Alliance, Inc., on behalf of itself, its affiliates, subsidiaries, and successors (collectively referred to as "Employee" and the "Company"). WHEREAS, the Company develops and/or uses valuable business, technical, proprietary, customer and patient information it protects by limiting its disclosure and by keeping it secret or confidential; WHEREAS, Employee acknowledges that during the course of employment, he or she has or will receive, contribute, or develop such confidential information; and WHEREAS, the Company desires to protect from its competitors such confidential information and also desires to protect its legitimate business interests and goodwill in maintaining its employee and customer relationships. NOW THEREFORE, in consideration of the Restricted Stock Option Unit Award issued to Employee pursuant the Agreement to which this is attached as Exhibit A, Employee agrees to be bound by the terms of this Agreement: 1. Confidentiality. At all times I understand that during and after the termination course of my employment with the Company, I have or will not, have access to the Company's Confidential Information, meaning information which is not generally ascertainable by proper means by the public, or which has limited disclosure within the Company, or which is treated or designated as confidential; the disclosure of which could reasonably be harmful to the Company's legitimate business interests. I understand that "Confidential Information" includes, but is not limited to, the following: (a) business or marketing plans, trade secrets, selling and pricing procedures and techniques, customer records, (b) customer lists, requirements, and information, (c) databases and software developed or used by the Company, financial information and projections, and other information for which the Company has assumed an obligation of confidentiality. I agree to only use the Company's Confidential Information as necessary to perform my job during my employment with the Company. I agree not to disclose any Confidential Information to anyone outside the Company without the Company's prior written permission, directly or indirectly for any purpose other than performance of consent, unless as necessary to perform my duties for job during my employment with the Company, utilize or disclose to anyone outside of the Company any confidential information, of the Company or any information received by the Company in confidence from or about third parties, as long as such matters remain trade secrets or confidential. Trade secrets and other confidential information shall include any information or material which is not generally known to the public, and which (a) is generated or collected by or utilized in the operations of Company. I agree that these obligations apply during my employment with the Company and relates to the actual or anticipated business of the Company or the Company's actual or prospective vendors or clients; or (b) is suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any client of the Company. Confidential information shall not be considered generally known to the public if revealed improperly to the public by me or others without the Company's express written consent and/or in violation of an obligation of confidentiality to the Company. Examples of confidential information include, but are not limited to, customer and supplier identification and contacts, confidential information about customers, business relationships, contract provisions, pricing, margins, business plans, marketing plans, identities of contractors and terms of payment, identities of customer referral sources, financial data, business and customer strategy, techniques, formulations, technical know-how, formulae, research, development and production information, processes, designs, architecture, prototypes, models, software, solutions, discussion guides, personal or performance information about employees, research and development, patent applications and plans, projections, proposals or legal advice related to the foregoing. The restrictions set forth in this paragraph are in addition to and not in lieu of any obligations I have by law with respect to the Company's confidential information, including any obligations I may owe under the Trade Secrets Act of any state or similar statutes. Further, the confidentiality obligations herein shall not prevent me from revealing evidence of criminal wrongdoing to law enforcement or prohibit me from divulging confidential information or trade secrets by order of court or agency of competent jurisdiction or as required by law; however, I shall promptly inform the Company of any such situations and shall take reasonable steps to prevent disclosure of confidential information or trade secrets until the Company has been informed of such required disclosure and has had a reasonable opportunity to seek a protective order. at all times thereafter. View More
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder. **** This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Please read the attached Exhibits A and B. Exhibit A. Once you have read and understood this Agreement and Exhibits A and B, Exhibit A, please click the acceptance box to certify and confirm your agreem...ent to be bound by the terms and conditions of this Agreement and Exhibits A and B, Exhibit A, and to acknowledge your receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Option Restricted Stock Unit Award granted hereunder. (ORSU15) EXHIBIT A WALGREENS BOOTS ALLIANCE, INC. WALGREEN CO. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Exhibit forms a part of the Restricted Stock Option Award Unit Agreement covering Options Restricted Stock Units awarded to an employee of Walgreens Boots Alliance, Inc., Walgreen Co., on behalf of itself, its affiliates, subsidiaries, and successors (collectively referred to as "Employee" and the "Company"). WHEREAS, the Company develops and/or uses valuable business, technical, proprietary, customer and patient information it protects by limiting its disclosure and by keeping it secret or confidential; WHEREAS, Employee acknowledges that during the course of employment, he or she has or will receive, contribute, or develop such confidential information; and WHEREAS, the Company desires to protect from its competitors such confidential information and also desires to protect its legitimate business interests and goodwill in maintaining its employee and customer relationships. NOW THEREFORE, in consideration of the Restricted Stock Option Unit Award issued to Employee pursuant the Agreement to which this is attached as Exhibit A, Employee agrees to be bound by the terms of this Agreement: 1. Confidentiality. At all times I understand that during and after the termination course of my employment with the Company, I have or will not, have access to the Company's Confidential Information, meaning information which is not generally ascertainable by proper means by the public, or which has limited disclosure within the Company, or which is treated or designated as confidential; the disclosure of which could reasonably be harmful to the Company's legitimate business interests. I understand that "Confidential Information" includes, but is not limited to, the following: (a) business or marketing plans, trade secrets, selling and pricing procedures and techniques, customer records, (b) customer lists, requirements, and information, (c) databases and software developed or used by the Company, financial information and projections, and other information for which the Company has assumed an obligation of confidentiality. I agree to only use the Company's Confidential Information as necessary to perform my job during my employment with the Company. I agree not to disclose any Confidential Information to anyone outside the Company without the Company's prior written permission, directly or indirectly for any purpose other than performance of consent, unless as necessary to perform my duties for job during my employment with the Company, utilize or disclose to anyone outside of the Company any confidential information, of the Company or any information received by the Company in confidence from or about third parties, as long as such matters remain trade secrets or confidential. Trade secrets and other confidential information shall include any information or material which is not generally known to the public, and which (a) is generated or collected by or utilized in the operations of Company. I agree that these obligations apply during my employment with the Company and relates to the actual or anticipated business of the Company or the Company's actual or prospective vendors or clients; or (b) is suggested by or results from any task assigned to me by the Company or work performed by me for or on behalf of the Company or any client of the Company. Confidential information shall not be considered generally known to the public if revealed improperly to the public by me or others without the Company's express written consent and/or in violation of an obligation of confidentiality to the Company. Examples of confidential information include, but are not limited to, customer and supplier identification and contacts, confidential information about customers, business relationships, contract provisions, pricing, margins, business plans, marketing plans, identities of contractors and terms of payment, identities of customer referral sources, financial data, business and customer strategy, techniques, formulations, technical know-how, formulae, research, development and production information, processes, designs, architecture, prototypes, models, software, solutions, discussion guides, personal or performance information about employees, research and development, patent applications and plans, projections, proposals or legal advice related to the foregoing. The restrictions set forth in this paragraph are in addition to and not in lieu of any obligations I have by law with respect to the Company's confidential information, including any obligations I may owe under the Trade Secrets Act of any state or similar statutes. Further, the confidentiality obligations herein shall not prevent me from revealing evidence of criminal wrongdoing to law enforcement or prohibit me from divulging confidential information or trade secrets by order of court or agency of competent jurisdiction or as required by law; however, I shall promptly inform the Company of any such situations and shall take reasonable steps to prevent disclosure of confidential information or trade secrets until the Company has been informed of such required disclosure and has had a reasonable opportunity to seek a protective order. at all times thereafter. View More
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder. **** This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Once you have read and understood this Agreement, please click the acceptance box to certify and confirm your agreement to be bound by the terms and conditions of this Agreement and to acknowledge your ...receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Stock Option Award granted hereunder. EX-10.5 6 d768405dex105.htm EX-10.5 EX-10.5 Exhibit 10.5 (O2015) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content. (O2015) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT Participant Name: Participant ID: Grant Date: Grant Price: Shares Granted: Vesting: Expiration Date: Acceptance Date: Electronic Signature: This document (referred to below as this "Agreement") spells out the terms and conditions of the stock option (the "Option") granted to you by Walgreen Co., an Illinois corporation (the "Company"), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the "Plan") on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Agreement have the respective meanings set forth in the Plan. The Plan, as in effect on the date of this Agreement and as it may be amended from time to time, is incorporated into this Agreement by this reference. You and the Company agree as follows: 1. Grant of Stock Option. Pursuant to the approval and direction of the Compensation Committee of the Company's Board of Directors (the "Committee"), the Company hereby grants you an Option to purchase all or any part of the number of Shares Granted set forth above of common stock of the Company, par value $.078125 ("Common Stock"), at the per-share Exercise Price set forth above, which is 100% of the fair market value of a share of Common Stock on the Grant Date, subject to the terms and conditions of the Plan and this Agreement. This stock option is intended to be a "non-qualified stock option" and shall not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.View More
Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon your death, acquire any rights hereunder. **** This Agreement contains highly sensitive and confidential information. Please handle it accordingly. Once you have read and understood this Agreement, please click the acceptance box to certify and confirm your agreement to be bound by the terms and conditions of this Agreement and to acknowledge your ...receipt of the Prospectus, the Plan and this Agreement and your acceptance of the terms and conditions of the Stock Option Performance Share Award granted hereunder. EX-10.5 6 d768405dex105.htm EX-10.5 EX-10.5 EX-10.4 5 d768405dex104.htm EX-10.4 EX-10.4 Exhibit 10.5 (O2015) 10.4 (OPERF15) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION PERFORMANCE SHARE AWARD AGREEMENT These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information they contain, are provided by your company, not by Fidelity, and are not an offer or solicitation by Fidelity for the purchase of any securities or financial instruments. These materials were prepared by your company, which is solely responsible for their contents and for compliance with legal and regulatory requirements. Fidelity is not connected with any offering or acting as an underwriter in connection with any offering of your company's securities or financial instruments. Fidelity does not review, approve or endorse the contents of these materials and is not responsible for their content. (O2015) (OPERF15) WALGREEN CO. 2013 OMNIBUS INCENTIVE PLAN STOCK OPTION PERFORMANCE SHARE AWARD AGREEMENT Participant Name: Participant ID: Grant Date: Grant Price: Performance Period: Fiscal Years – - Shares Granted: Vesting: Expiration Date: Acceptance Date: Electronic Signature: This document (referred to below as this "Agreement") spells out the terms and conditions of the stock option Performance Share Award (the "Option") "Performance Shares") granted to you by Walgreen Co., an Illinois corporation (the "Company"), pursuant to the Walgreen Co. 2013 Omnibus Incentive Plan (the "Plan") on and as of the Grant Date designated above. Except as otherwise defined herein, capitalized terms used in this Award Agreement have the respective meanings set forth in the Plan. The Plan, as in effect on the date of this Agreement and Plan as it may be amended from time to time, is incorporated into this Agreement by this reference. You and the Company agree as follows: 1. Grant of Stock Option. Performance Shares. Pursuant to the approval and direction of the Compensation Committee of the Company's Board of Directors (the "Committee"), the Company hereby grants you an Option to purchase all or any part of the target number of Performance Shares Granted set forth above of common stock of the Company, par value $.078125 ("Common Stock"), at the per-share Exercise Price set forth specified above, which is 100% of the fair market value of a share of Common Stock on the Grant Date, subject to the terms and conditions of the Plan and this Agreement. This "target" number of shares is computed by multiplying your annual base salary by the target award percentage for your position, and then dividing that by the average closing stock option is intended to be a "non-qualified stock option" and shall not be treated as an incentive stock option within the meaning of Section 422 price of the Internal Revenue Code Company's common stock, par value $.078125 per share ("Common Stock") for the last 30 trading days of 1986, as amended. the fiscal year preceding the Grant Date. View More
Successors. This Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.
Successors. This Separation Agreement is binding upon, and shall inure to be for the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.
Successors. This Separation Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.
Successors. This Transition Agreement is binding upon, and shall inure to the benefit of, the parties and their respective heirs, executors, administrators, successors and assigns.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder. 26 24. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this A...greement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriter pursuant to Section 9 hereof, and to the benefit of the affiliates, directors, officers, employees, officers and directors agents and controlling persons referred to in Section 9 hereof, 7, and to in each case their respective successors, and personal representative, and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation he...reunder. The term "successors" shall not include any purchaser of the Notes as such from any of the Underwriters merely by reason of such purchase. 26 24. 14. Partial Unenforceability. The invalidity or unenforceability of any section, Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons indemnified parties referred to in Section 9 8 hereof, and to in each case their respective successors, and personal representative, and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder. 26 24. The term "successors" shall not include any Subsequent Purchaser or other ...purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase. 28 15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. View More
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons indemnified parties referred to in Section 9 8 hereof, and to in each case their respective successors, and personal representative, and, except as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder. 26 24. The term "successors" shall not include any Subsequent Purchaser or other ...purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase. 32 15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. View More
Successors. This Agreement shall be binding upon Executive and the Company and their heirs, representatives, executors, administrators, successors, insurers, and assigns, and shall inure to the benefit of each and all of them and to their heirs, representatives, executors, administrators or assigns.
Successors. This Agreement shall be binding upon Executive and the Company SecureWorks and their heirs, representatives, executors, administrators, successors, insurers, and assigns, and shall inure to the benefit of each and all of them and to their heirs, representatives, executors, administrators or assigns.
Successors. This Agreement shall be binding upon Executive and the Company Parties and their heirs, representatives, executors, administrators, successors, insurers, successors and assigns, and shall inure to the benefit of the released Parties and each and all of them them, and to their heirs, representatives, executors, administrators or representative, successors and assigns.
Successors. This Agreement shall be binding upon Executive the Parties and the Company and upon their heirs, administrators, representatives, executors, administrators, successors, insurers, and assigns, assigns and shall inure to the benefit of said Parties and each and all of them and to their heirs, administrators, representatives, executors, administrators or successors, and assigns.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder. 26 12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, 6, and no other person will have any right or obligation hereunder. 26 12. 22 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, 10, and no other person will have any right or obligation hereunder. 26 12. hereunder 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder. 26 12. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.
