Severability; Assignment. (a) If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such portion shall be deemed deleted as though it had never been included herein, but the remainder of this Agreement shall remain in full force and effect.
Severability; Assignment. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. No party to this Agreement has the right to assign any of its rights or obligations hereunder, except as already set forth under this Agreement.
Severability; Assignment. 39. If any part of this Agreement is found to be invalid or unenforceable by any court or government agency of competent jurisdiction, that invalidity or unenforceability shall not affect the remainder of this Agreement, which shall survive and be construed as if such invalid or unenforceable part had not been contained herein.
Severability; Assignment. If any portion of this Agreement is found to be in violation of or conflict with any applicable law, the parties agree that said portion shall be modified only to the extent necessary to enable it to comply with such law, and the remainder of this Agreement shall remain in full force and effect. This Agreement requires the personal services of and is not assignable by Employee, but shall be binding upon and inure to the benefit of the successors and assigns of the Company.
Severability; Assignment. It is understood by the parties hereto that if any term, provision, duty, obligation, or undertaking herein contained is held by the courts to be unenforceable or illegal or in conflict with the applicable state law, the validity of the remaining portions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if such invalid or unenforceable provision was not contained herein. This Agreement cannot be assigned or transferred in any manner by any party without consent by all parties receiving or rendering services under the Agreement.
Severability; Assignment. If any term hereof is determined to be invalid or unenforceable, such determination shall not affect the remaining terms. The rights and obligations of the parties to this Agreement are non-assignable, without the express written consent of each party.
Severability; Assignment. Neither Party may assign or otherwise transfer this Agreement, or any rights or permit to exist a lien or security interest with respect to such rights or obligations hereunder, in whole or in part, without the other Party's prior written consent, which consent shall not be unreasonably withheld.
Severability; Assignment. Each provision of this Agreement is intended to be severable from every other provisions, and the invalidity or illegality of any portion hereof, shall not affect the validity or legality of the remainder hereof. This Agreement is not transferable or assignable by the Purchaser except as may be provided herein. This Agreement shall be binding upon and inure to the benefit of the Company, the Purchasers and their respective successors and permitted assigns.
Severability; Assignment. Each provision of this Subscription Agreement is intended to be severable from every other provisions, and the invalidity or illegality of any portion hereof, shall not affect the validity or legality of the remainder hereof. This Subscription Agreement is not transferable or assignable by the Purchaser except as may be provided herein. This Subscription Agreement shall be binding upon and inure to the benefit of the Company, the Purchasers and their respective successors and permitted assigns.
Severability; Assignment. The provisions of this Agreement are severable. If any provision of this Agreement shall be held void, voidable, invalid, or inoperative, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid, or inoperative provision had not been contained herein. ACCEPTED AND AGREED: XXXXXXX XXXXX /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx March 11, 2022 Date PAYLOCITY CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Chief Executive Officer March 11, 2022 Date EXHIBIT 1 – Remaining RSUs Time-Based RSU Awards Number of Units Vesting Date 4,219 8/14/2023 5,605 8/15/2023 3,286 8/16/2023 4,218 8/14/2024 3,286 8/16/2024 Market RSU Awards Number of Units** Vesting Date 7,232 9/1/2023 5,633 9/1/2024 ** Based on 100% Payout EXHIBIT 2 – Outstanding Options Number of Shares Exercise Price Modified Expiration Date 16,666 $17.00 1/1/2024 24,000 $24.80 1/1/2024 26,000 $35.28 1/1/2024 EXHIBIT 3 – BRING-DOWN RELEASE This Bring-Down Release (“Bring-Down Release”) between Xxxxxxx Xxxxx (“Xxxxx” or “you”) and Paylocity Corporation, a subsidiary of Paylocity Holding Corporation, a Delaware corporation (“Paylocity” or “Company”) is required by that certain Consulting Services Agreement to which this Bring-Down Release is attached, and Xxxxx’x execution of this Bring-Down Release is a condition of Xxxxx’x receipt of the Engagement Equity Compensation Bonus described in Section 5 of the Consulting Services Agreement. This Bring-Down Release should not be signed until your Separation Date as defined in the Transition and Separation Agreement.
