Annex A. As a condition to (i) receiving an Award under the Plan and (ii) receiving any Stock in settlement of an Award, the Participant hereby agrees that the Participant will be bound by and will comply with the provisions of this Annex A.
Annex A. The Provider shall warrant that the following checks shall be up to date for each individual prior to their being supplied under the Framework: Verification of identity o Confirmation of name, date of birth and address o Confirmation of National Insurance number o Confirmation of legal ability to work within the UK o Confirmation of photographic identification Please note the following checklist of acceptable methods for verification of identity: Verification of employment history
Annex A. The Company agrees to indemnify RCS, any of its affiliates and entities under common ownership (including Realty Capital Securities, LLC, AR Capital, LLC and their respective subsidiaries), its and their respective directors, officers, employees and agents and each other person controlling RCS or any of its affiliates (each, an “Indemnified Party”), and hold each of them harmless, from and against any and all losses, claims, damages and liabilities (collectively, “Liabilities”) to which any of the Indemnified Parties may become subject relating to, arising in any manner out of or in connection with the rendering of services pursuant to the Agreement to which this Annex A is attached (including any related activities and services rendered prior to the date hereof), the Transaction or an Indemnified Party’s role in connection therewith, except and solely to the extent it is finally judicially determined that such Liabilities resulted from the gross negligence or willful misconduct of such Indemnified Party. The Company also agrees to reimburse each Indemnified Party for any legal and other expenses reasonably incurred in connection with investigating, preparing for, defending, responding to third party subpoenas, preparing to serve or serving as a witness with respect to, providing evidence in, or otherwise relating to any pending or threatened action, claim, suit, proceeding or investigation (each and collectively, an “Action”), whether or not such Action is initiated or brought by or on behalf of the Company, relating to, arising in any manner out of or in connection with the rendering of services pursuant to the Agreement to which this Annex A is attached (including any related activities and services prior to the date hereof), the Transaction or an Indemnified Party’s role in connection therewith (whether or not any Indemnified Party is a party to such Action) or in enforcing the Agreement to which this Annex A is attached (including this Annex A), in each case as such expenses are incurred. The Company further agrees that no Indemnified Party shall have any Liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any person asserting claims on behalf of or in right of the Company relating to, arising in any manner out of or in connection with the rendering of services pursuant to the Agreement to which this Annex A is attached (including any related activities and services rendered prior to the date hereof), the Transac...
Annex A. The Gross-Up Payment shall be equal to the excess of the Total Payments over the payment provided for by this paragraph. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all payments or benefits received or to be received by Officer in connection with a Change in Control or the termination of Officer's employment (whether payable pursuant to the terms of the Agreement or of any other plan, arrangement or agreement with Corporation, its successors, any person whose actions result in a Change in Control or any person affiliated (or which, as a result of the completion of the transactions causing a Change in Control, will become affiliated) with Corporation or such person within the meaning of Section 1504 of the Code (the "Total Payments")) shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel selected by Corporation's independent auditors and reasonably acceptable to Officer, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, and all "excess parachute payments" (within the meaning of Section 280G(b)(1) of the Code) shall be treated as subject to the Excise Tax, unless in the opinion of such tax counsel such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code, or are not otherwise subject to the Excise Tax, and (ii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Corporation's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Officer shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the residence of Officer on the Early Termination Date, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.
Annex A. Annex A to the Credit Agreement is hereby amended to read in its entirety as set forth in Annex A to this Amendment.
Annex A. This Joinder to the Lock-Up Agreement, dated as of December __, 2011, by and among the Locked-Up Holders signatory thereto (the “Agreement”), is executed and delivered by (the “Joining Party”) as of , 2011. Each capitalized term used herein but not otherwise defined shall have the meaning set forth in the Agreement.