Right to Defend. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or action, and shall be entitled to settle or agree to pay in full such claim or action, in its sole discretion without releasing any obligation or liability of the Indemnifying Party for the costs of defense, judgment or settlement.
By selecting the “Accept” button below you, , agree # to execute this Irrevocable Stock Power (the “Power”) electronically, and # to the terms and conditions of the Power. Until you select the “Accept” button below, this Power shall not be effective and if you do not select the “Accept” button and accept the corresponding Restricted Stock Award within 14 days from the date the Power is made available to you electronically this Power shall be null and void.
Committee Discretion to Reduce Long-Term Incentive Awards. Notwithstanding Section 5.A, the actual number of Shares payable to a Participant with respect to a Performance Period may be reduced (including a reduction to zero) by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate including, without limitation, the Company’s performance with respect to the performance measures (the “Peer Performance Measures”) set out below, with the number of a Participant’s Target Shares under an Award Opportunity allocated to each of the Peer Performance Measures in proportion to the percentages set out below. Achievement with respect to the Peer Performance Measures shall be determined for the Company at the conclusion of the Performance Period, in comparison to the performance of the members of the Company’s Peer Group, determined for each member of the Peer Group based on its performance at the conclusion of the three fiscal year period of such company ending with or immediately prior to the conclusion of the Performance Period.
Accept your Award by clicking on “Accept”. In relation to your award acceptance, attached below for your review and incorporated into this Award Agreement are the Terms and Conditions.
provided that the foregoing shall not apply to notices to any Lender pursuant to Article 2 if such Lender has notified Administrative Agent that it is incapable of receiving notices under Article 2 by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Methods of Exercise. Prior to its expiration pursuant to the terms of the applicable Award Agreement, and subject to the times, circumstances and conditions for exercise contained in the applicable Award Agreement, each Option may be exercised, in whole or in part (provided that the Company shall not be required to issue fractional shares), by delivery of written notice of exercise to the secretary of the Company accompanied by payment of the full exercise price of the Shares being purchased. The Committee shall determine the acceptable methods of payment for exercise of a Stock Option on the Grant Date and it shall be included in the applicable Award Agreement. The methods of payment that the Committee may in its discretion accept or commit to accept in an Option Award Agreement include:
Days Left to Accept:
To accept the Companys offer, please sign and date this letter in the space provided below. If you accept our offer, your first day of employment will be April 20, 2015.
will not accept or agree to receive,
I, John Stanik, accept the Offer of
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