Company Uses in Acknowledgments Clause

Acknowledgments from Separation and Transition Agreement

This Separation and Transition Agreement ("this Agreement") is made and entered into by and among FLIR Systems, Inc. (the "Company"), on the one hand, and Andrew C. Teich ("Teich") on the other hand (collectively, the "Parties").

Acknowledgments. The Parties expressly acknowledge and agree to the following: (a) the Advisory Term Compensation represents material consideration for Teich's undertakings and obligations under this Agreement; (b) except as set forth herein, Teich is not entitled to and shall not receive any additional payments or benefits of any kind from the Company, and shall not accrue additional benefits under any of the Company's applicable employee benefit plans; and (c) with the exception of vested benefits due him under any FLIR employee benefit plan, including but not limited to the Supplemental Executive Retirement Plan, Teich has been or will be paid all compensation to which he was otherwise entitled by the Company prior to or simultaneously with the Separation Date, and there are no additional wages or other compensation due and owing to Teich after the Separation Date, except as expressly provided in this Agreement.693131600.3 0010327-00020

Acknowledgments from Incentive Plan

This agreement (this "Agreement") evidences the grant of restricted stock units (the "Restricted Stock Units") by ABIOMED, Inc. (the "Company") to the individual named above (the "Grantee") pursuant to and subject to the terms of the ABIOMED, Inc. Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference.

Acknowledgments. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Units are, subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

Acknowledgments from Incentive Plan

This agreement (this "Agreement") evidences the grant of a stock option by ABIOMED, Inc. (the "Company") to the individual named above (the "Optionee") pursuant to and subject to the terms of the ABIOMED, Inc. 2015 Amended and Restated Omnibus Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference.

Acknowledgments. By accepting the Stock Option, the Optionee agrees to be bound by, and agrees that the Stock Option is subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Optionee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Optionee.

Acknowledgments from Incentive Plan

This agreement (this "Agreement") evidences the grant of restricted stock units (the "Restricted Stock Units") by ABIOMED, Inc. (the "Company") to the individual named above (the "Grantee") pursuant to and subject to the terms of the ABIOMED, Inc. Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference.

Acknowledgments. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Units are, subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

Acknowledgments from Incentive Plan

This agreement (this "Agreement") evidences the grant of restricted stock units (the "Restricted Stock Units") by ABIOMED, Inc. (the "Company") to the individual named above (the "Grantee") pursuant to and subject to the terms of the ABIOMED, Inc. Amended and Restated 2015 Omnibus Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference.

Acknowledgments. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Units are, subject in all respects to, the terms of the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. The Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

Acknowledgments from Independent Contractor Agreement

THIS AGREEMENT is made and entered by and between PROVECTUS BIOPHARMACEUTICALS, INC., a Delaware corporation (the Company) and BRUCE HOROWITZ, a California citizen (the Contractor). Collectively the Company and the Contractor shall be referred to herein as the Parties.

Acknowledgments. Contractor and the Company acknowledge and agree that they have had a sufficient opportunity to review the terms of this Agreement. Contractor further acknowledges that in executing this Agreement he is not relying nor has he relied upon any other representation or statement made by the Company or by any of the Companys agents with regard to the subject matter hereof. Contractor has carefully read and fully understands all of the provisions of this Agreement and is voluntarily entering into this Agreement.

Acknowledgments from Separation Agreement

This Separation Agreement and General Release (this "Agreement"), dated as of October 11, 2016, is entered into by and between International Flavors & Fragrances Inc. (the "Company"), and Alison Cornell ("you").

Acknowledgments. By signing this Agreement, you acknowledge that:(a)You have carefully read and understand this Agreement;(b)The Company has advised you in writing to consult with an attorney of your choosing before signing this Agreement and you have, in fact, retained and been represented by legal counsel of your own choosing in connection with, and before signing, this Agreement, and that the time afforded to you to consider the terms of this Agreement has provided you with a full and fair opportunity to thoroughly discuss all aspects of your rights and this Agreement with your attorney;(c)You acknowledge that you have had a reasonable period of twenty-one calendar days (the "Review Period") to review and consider this Agreement before signing it. You understand that you may use as much of the Review Period as you wish before signing this Agreement. If you sign this Agreement prior to the expiration of the Review Period, you are acknowledging that you have voluntarily and knowingly waived the remainder of the Review Period with respect to such claims, and that the decision to accept a shortened period of time was not induced by the Company or any Released Party; (d)You understand the consequences of entering into this Agreement, including with respect to the restraints in Section 8 and the release and waiver in Section 4, that this Agreement is LEGALLY BINDING and by signing it you give up certain rights;(e)You understand that, following your execution of the Agreement, you will have a period of seven (7) calendar days to revoke this Agreement by delivering written notification addressed to the Company's Executive Vice President, Chief Human Resources Officer, 521 West 57th Street, New York, NY 10019-2960, no later than the close of business on the seventh (7th) calendar day after you sign it (except that if the seventh (7th) calendar day after you sign the Agreement falls on a Saturday, Sunday or holiday observed by the Company, you shall have until the conclusion of the immediately next business day) (the "Revocation Period"). For purposes of this Agreement, the "Effective Date" as used herein shall mean the first (1st) calendar day after the Revocation Period expires without you revoking the Agreement.(f)As set forth in Section 4 herein, you KNOWINGLY AND VOLUNTARILY RELEASE the Releasees from any and all claims you may have, known or unknown, as of the date you sign this Agreement, in exchange for the benefits you have obtained in the Agreement, and that these benefits are in addition to any benefit you would have otherwise received if you did not sign this Agreement; (g)If you refuse to sign this Agreement within the Review Period or revoke this Agreement during the Revocation Period, this Agreement will not be effective and enforceable and you will not receive any of the payments or benefits set forth in Section 2, other than those you have a right to receive by law, if any; and(h)You have voluntarily chosen to enter into this Agreement and have not been forced or pressured in any way to sign it by any person or party.

Acknowledgments from Restricted Stock Unit Agreement

This agreement (this "Agreement") evidences the grant of restricted stock units (the "Restricted Stock Units") by The Michaels Companies, Inc. (the "Company") to the individual named above (the "Grantee"), pursuant to and subject to the terms of The Michaels Companies, Inc. 2014 Omnibus Long-Term Incentive Plan (as amended from time to time, the "Plan"), which is incorporated herein by reference.

Acknowledgments. By accepting the Award, the Grantee agrees to be bound by, and agrees that the Award is, and the Restricted Stock Units are, subject in all respects to, the terms of the Plan. The Grantee further acknowledges and agrees that (a) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature for all purposes hereunder, and (b) such electronic signature will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Grantee.

Acknowledgments from Amended and Restated Employment Agreement

WHEREAS, CWGS was formed in connection with the consummation of the transactions contemplated by that certain Securities Purchase Agreement (the Securities Purchase Agreement), dated as of February 15, 2011, by and among AGI Holding Corp., a Delaware corporation, CWGS Holding, LLC, a Delaware limited liability company (Parent), the Company, Stephen Adams, an individual (Adams), and CVRV Acquisition LLC (Crestview);

Acknowledgments. (a) Executive acknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization. Executive acknowledges that Executive is and shall become familiar with the Companys Confidential Information (as defined below), including trade secrets, and that Executives services are of special, unique and extraordinary value to the Company, its subsidiaries and Affiliates. Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. (b) Executive acknowledges (i) that the business of the Company, its subsidiaries and Affiliates is national in scope and without geographical limitation within the United States and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, its subsidiaries and Affiliates, or the location of any of their respective executives or employees (including, without limitation, Executive), it is expected that the Company and its subsidiaries and Affiliates will have business activities and have valuable business relationships within their respective industries throughout the United States. (c) Executive acknowledges that Executive has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of the Confidential Information, business strategies, employee and customer relationships and goodwill of the Company and its subsidiaries and Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executives compliance with the covenants contained in Sections 6, 7, 8, 9, and 10 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executives experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executives dependents.

Acknowledgments

Acknowledgments. You acknowledge that the restrictions contained in this Annex, in light of the nature of the Company's business and your position and responsibilities, are reasonable and necessary to protect the legitimate interests of the Company. You acknowledge that the Company has no adequate remedy at law and would be irreparably harmed if you breach or threaten to breach any of the provisions of this Annex, and therefore agree that the Company shall be entitled to injunctive relief to prevent any breach or threatened breach of any of the provisions and to specific performance of the terms of each of such provisions in addition to any other legal or equitable remedy it may have. You further agree that you will not, in any equity proceeding relating to the enforcement of the provisions of this Annex, raise the defense that the Company has an adequate remedy at law. Nothing in this Annex shall be construed as prohibiting the Company from pursuing any other remedies at law or in equity that it may have or any other rights that it may have under any other agreement. If it is determined that any of the provisions of this Annex, or any part thereof, is unenforceable because of the duration or scope (geographic or otherwise) of such provision, it is the intention of the parties that the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced. Notwithstanding anything to the contrary contained in this Agreement, in the event you violate the covenants and agreements set forth in this Annex, then, in addition to all other rights and remedies available to the Company, the Company shall have no further obligation to pay you any severance benefits or to provide you with any other rights or benefits to which you would have been entitled pursuant to this Agreement had you not breached the covenants and agreements set forth in this Annex.