Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on November 21, 2002, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices to the attention of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreement. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreement. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one daysdays after the date hereof. The Accordingly, the Executive acknowledges that he received may execute this Agreement on November 21by August 7, 20021999, to acknowledge his understanding of and has had an opportunity to review and consider agreement with the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided belowforegoing. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable at 5 p.m. (eastern time) on the eighth seventh day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective DateTime"). The During the seven-day period prior to the Effective Time, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to notifying the Company at its corporate offices to the attention of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreementrevoke. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein. MARVEL ENTERPRISES, INC. /s/ XXXXXX X. XXXXXX ------------------------------------ By: Xxxxxx X. Xxxxxx, Chairman of the Board /s/ XXXX XXXXXXXXXX ------------------------------------ Xxxx Xxxxxxxxxx Exhibit A Marvel Enterprises, Inc. Appoints Xxxxx Xxxxx as President and Chief Executive Officer New York, New York - July 20, 1999. Marvel Enterprises, Inc. (NYSE: MVL) announced today the appointment of Xxxxx Xxxxx as President and Chief Executive Officer of the Company. Xx. Xxxxx replaces Xxxx Xxxxxxxxxx, who resigned from the Company to head a media investment concern. In making the announcement, Xxxxxx Xxxxxx, the Company's Chairman of the Board, commented, "Peter's twenty-five years of management and administrative experience in a broad range of consumer businesses with strong brand identities makes him uniquely suited to build on the Company's existing creative talent and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior ensure continued growth. I look forward to the execution of this Agreement. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002leadership."
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Knowing and Voluntary Waiver. The Executive acknowledges that, that by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one daysdays after the date hereof. The Accordingly, the Executive acknowledges that he received may execute this Agreement on November 21by July 20, 20021999, to acknowledge his understanding of and has had an opportunity to review and consider agreement with the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided belowforegoing. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable at 5 p.m. (eastern time) on the eighth seventh day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective DateTime"). The During the seven-day period prior to the Effective Time, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to notifying the Company at its corporate offices to the attention of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreementrevoke. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreement. ON SEMICONDUCTOR BANKERS TRUST CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name/S/ Xxxxx X. Xxxxx By: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- X. Xxxxx, Secretary-Bankers Trust Corporation /S/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Acknowledgment STATE OF ARIZONA ) NEW YORK ) ss: COUNTY OF MARICOPA NEW YORK ) On the 9th 29th day of DecemberJune, 20021999, before me personally came Xxxxx X. Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx 000 Xxxxx Xxxxxx, XX 00000Xxx Xxxx, Xxx Xxxx; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX /S/ Xxxx X. XXX ---------------------- Xxxxxxxx Notary Public Date: December 9June 29, 20021999 XXXX X. XXXXXXXX NOTARY PUBLIC, STATE OF NEW YORK NO. 31-MO4867292 QUALIFIED IN NEW YORK COUNTY COMMISSION EXPIRES AUGUST 11, 2000 PRESS RELEASE DEUTSCHE BANK Frankfurt am Main, June 29, 1999 Xxxxx Xxxxxx, Co-Chairman of Global Corporates and Institutions (GCI) Division of the Deutsche Bank Group and Chairman of the Board of Directors and Chief Executive Officer of Bankers Trust Corp. will be leaving the Deutsche Bank Group after the recent successful acquisition of Bankers Trust by Deutsche Bank. His resignation will be on amicable terms and will take effect on June 30,1999. With the closing having occurred and the smooth integration process well on its way, Xxxxx Xxxxxx has attained his goals of achieving maximum value for the Bankers Trust shareholders and delivering the Bankers Trust franchise into a secure future. He is now planning to devote his future time on new projects. Dr. Xxxx-X. Xxxxxx, Spokesman of the Board of Managing Directors of Deutsche Bank thanked Xxxxx Xxxxxx for his constructive cooperation and his essential contribution to the closing and to the smooth integration of Bankers Trust's businesses and employees.
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Knowing and Voluntary Waiver. The Executive Employee acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of that (i) Employee has carefully read this Agreement and intends fully understands its meaning; (ii) Employee had the opportunity to be legally bound thereby. The Executive understands that he may consider whether take up to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received (21) days after receiving this Agreement on November 21to decide whether to sign it; (iii) the Company is herein advising Employee, 2002in writing, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it before signing it; (iv) Employee is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices to the attention of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreement. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under signing this Agreement, including knowingly, voluntarily, and without limitation, any coercion or duress; (v) Employee has been given seven (7) days to revoke the General ADEA Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the following execution of this Agreement. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge (vi) everything Employee is receiving for signing this Agreement is described in the Agreement itself, and represent that he has had an opportunity no other promises or representations have been made to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached heretocause Employee to sign it. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS ENTIRE AGREEMENT CAREFULLY, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisionsAS THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS (AS ALLOWED BY LAW) WHICH EMPLOYEE MAY HAVE AGAINST THE RELEASED PARTIES, includingINCLUDING CLAIMS PURSUANT TO THE ADEA. ACCEPTED AND AGREED: ROCKY MOUNTAIN CHOCOLATE FACTORY, without limitation, the general release and waiver set forth thereinINC. /s/ Fxxxxxxx X. Xxxxx By: /s/ Bxxxx X. Xxxxxxxx FXXXXXXX X. XXXXX Bxxxx X. XXX ---------------------- Notary Public Xxxxxxxx, Chief Operating Officer, Chief Financial Officer, Treasurer Date: December 9March 4, 20022019 Date: March 4, 2019
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Samples: Retirement Separation and General Release Agreement (Rocky Mountain Chocolate Factory, Inc.)
Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement Release and intends to be legally bound thereby. The Executive understands and acknowledges that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on November 21, 2002, and has had an opportunity to review and consider days after the terms contained in this AgreementTermination Date. However, the Termination Payments provided herein shall not commence Benefits will be delayed until this Agreement Release is executed and returned delivered to the Company, and becomes effective on Employer; provided that there shall be no such delay with respect to any Termination Benefit that is due to be paid upon the Effective Date closing date of a Change in Control (as provided belowdefined in the Employment Agreement). The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this AgreementRelease. This Agreement Release will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Release Effective Date"). The During the seven-day period prior to the Effective Date, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed serving notice in writing to the Company at its corporate offices to the attention Employer of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreementrevoke. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits Benefits provided for herein, and to the extent such payments Termination Benefits have already been madeprovided, the Executive agrees that he will immediately reimburse the Company Employer for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementpayment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx ------------------------------------ Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx X. Xxxxxxxx Acknowledgment -------------- STATE OF ARIZONA ) _________________) ss: COUNTY OF MARICOPA OF_________________) On the 9th ____ day of December__________, 200220__, before me personally came Xxxxxx Xxxxxx the Executive Xxxx X. Xxxxxxxx who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000_________________; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement Release attached hereto, that he has reviewed all of the terms of the Separation Agreement Release and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- ------------------------------ Notary Public Date: December 9------------- EXHIBIT B NOTICE OF EXERCISE Xxxxxx & Blake Corporation --------------------------- --------------------------- Date of Exercise: ----------------- Ladies and Gentlemen: This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. Stock option dated -------------------------------- Number of shares as to which option is exercised -------------------------------- Certificates to be issued in name of: -------------------------------- Total exercise price: $ -------------------------------- Cash payment delivered herewith: $ -------------------------------- By this exercise, 2002I agree (i) to provide such additional documents as Executive may reasonably require and (ii) to provide for the payment by me to Executive of your withholding obligation, if any, relating to the exercise of this option. I hereby make the following certifications and representations with respect to the number of shares of Common Stock of Employer listed above (the "SHARES"), which are being acquired by me for my own account upon exercise of the Option as set forth above: I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "ACT"), and are deemed to constitute "restricted securities" under Rule 701 and "control securities" under Rule 144 promulgated under the Act. I warrant and represent to Employer that I have no present intention of distributing or selling said Shares, except as permitted under the Act and any applicable state securities laws. I further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of Employer becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of Employer under Rule 144. I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to Employer's Articles of Incorporation, Bylaws and/or applicable securities laws. I further agree that, if required by Employer (or a representative of the underwriters) in connection with an underwritten registration of the offering of any securities of Employer under the Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of Employer during such period (not to exceed one hundred eighty (180) days or, if less, the period of time any other executive officer of Employer is so restricted) following the effective date of the registration statement of Employer filed under the Act (the "EFFECTIVE DATE") as may be requested by Employer or the representative of the underwriters. I further agree that Employer may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. Very truly yours, ------------------------------ Xxxx X. Xxxxxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on November 21, 2002, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under the Employment Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Xxxxx Xxxxthe Co-General Counsel, with a copy stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention the General Counsel or mailed to revoke his agreementthe General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Executive exercises his right to revoke hereunderagrees that if the Executive does not execute this General Release or, he shall forfeit his right in the event of revocation, the Executive will not be entitled to receive any of the Termination Payments and payments or benefits provided for herein, and to under the extent such payments have already been made, Employment Agreement (other than the Executive agrees that he will immediately reimburse the Company for the amounts of such payment Accrued Amounts and the parties' obligations under Other Benefits). The Executive must execute this Agreement, including without limitation, the General Release on or before [•], 20[•]. This General Release is final and Waiver provided in Section 3 hereof, shall become null binding and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementnot be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002Xxxxxxx Xxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on November 21March 31, 20022003, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices to the attention of Xxxxx XxxxSonny Cave, with a copy to Xxxxxx X. XxxxxxxRobert J. Raymond, Cleary, Gottlieb, Xxxxx Stexx & XxxxxxxxXxxxxton, Xxx Xxxxxxx One Liberty Xxxxx, Xxx Xxxx, XX 00000NY 10006, specifying his intention to revoke his agreementxxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. If the Executive Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementpayment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- GEORGE H. CAVE ------------------------------------- Name: Xxxxx Xxxx George H. Cave Title: Vice President and Secretary Prxxxxxxx xxx Xxcretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA ) ARIZONA) ss: COUNTY OF MARICOPA MARICOPA) On the 9th 2nd day of DecemberApril, 20022003, before me personally came Xxxxxx Xxxxxx John Kurtzweil the Executive who, being by me duly sworn, did depose and say that deposx xxx xxx xxxx he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX LINDA M. LEE ---------------------- Notary Public Date: December 9April 2, 20020000
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on November 21, 2002, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under Severance Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Xxxxx Xxxxthe Co-General Counsel, with a copy stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention the General Counsel or mailed to revoke his agreementthe General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Executive exercises his right to revoke hereunderagrees that if the Executive does not execute this General Release or, he shall forfeit his right in the event of revocation, the Executive will not be entitled to receive any of the Termination Payments and payments or benefits provided for herein, and to under the extent such payments have already been made, Severance Agreement (other than the Executive agrees that he will immediately reimburse the Company for the amounts of such payment Accrued Amounts and the parties' obligations under Other Benefits). The Executive must execute this Agreement, including without limitation, the General Release on or before [·], 20 [·]. This General Release is final and Waiver provided in Section 3 hereof, shall become null binding and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementnot be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002Xxxxxxx Xxxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement Release and intends to be legally bound thereby. The Executive understands and acknowledges that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on November 21, 2002, and has had an opportunity to review and consider days after the terms contained in this AgreementTermination Date. However, the Termination Payments provided herein shall not commence Benefits will be delayed until this Agreement Release is executed and returned delivered to the Company, and becomes effective on Employer; provided that there shall be no such delay with respect to any Termination Benefit that is due to be paid upon the Effective Date closing date of a Change in Control (as provided belowdefined in the Employment Agreement). The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this AgreementRelease. This Agreement Release will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Release Effective Date"). The During the seven-day period prior to the Effective Date, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed serving notice in writing to the Company at its corporate offices to the attention Employer of Xxxxx Xxxx, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreementrevoke. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits Benefits provided for herein, and to the extent such payments Termination Benefits have already been madeprovided, the Executive agrees that he will immediately reimburse the Company Employer for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementpayment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx _____________________________ Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx X. Xxxxxxxx Acknowledgment STATE OF ARIZONA ) ___________________) ss: COUNTY OF MARICOPA OF__________________) On the 9th ____ day of December_________, 200220___, before me personally came Xxxxxx Xxxxxx the Executive Xxxx X. Xxxxxxxx who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000_________________; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement Release attached hereto, that he has reviewed all of the terms of the Separation Agreement Release and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- __________________ Notary Public Date: December 9, 2002:_____________
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on November 21, 2002, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under Severance Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 9000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Xxxxx Xxxxthe Co-General Counsel, with a copy stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention the General Counsel or mailed to revoke his agreementthe General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a Saturday, Sunday or legal holiday, then the revocation period will be extended to the following day which is not a Saturday, Sunday or legal holiday. The Executive exercises his right to revoke hereunderagrees that if the Executive does not execute this General Release or, he shall forfeit his right in the event of revocation, the Executive will not be entitled to receive any of the Termination Payments and payments or benefits provided for herein, and to under the extent such payments have already been made, Severance Agreement (other than the Executive agrees that he will immediately reimburse the Company for the amounts of such payment Accrued Amounts and the parties' obligations under Other Benefits). The Executive must execute this Agreement, including without limitation, the General Release on or before [•], 20[•]. This General Release is final and Waiver provided in Section 3 hereof, shall become null binding and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementnot be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th day of December, 2002, before me personally came Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002Lxxxx Xxxx Xxxxxxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges thatYou acknowledge that you received a copy of this Agreement on [DATE] and that you reviewed and understand all of its provisions. You acknowledge that you have been advised to consult with an attorney prior to executing this Agreement, and you have been given the opportunity to consider this Agreement for 21 days. You further acknowledge that by the Executive's your free and voluntary act of signing below, the Executive agrees you agree to all of the terms of this Agreement and intends intend to be legally bound thereby. The Executive understands that he may consider whether If you wish to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on November 21, 2002, and has had an opportunity to review and consider the terms contained in enter into this Agreement. However, the you must sign it and return it to MarketAxess Holdings Inc., 00 Xxxxxx Xxxxx, 15th Floor, New York, NY 10001, Attention: Head of Human Resources, no earlier than your Termination Payments provided herein shall not commence until this Agreement is executed Date and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreementno later than [DATE]. This Agreement will shall not become effective, enforceable and irrevocable on effective until the eighth (8th) day after following the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below you sign this Agreement (the "“Effective Date"”). The Executive You may at any time prior to the Effective Date revoke his agreement to accept the terms hereof by this Agreement delivering a letter within seven days after he has executed notice in writing of such revocation to MarketAxess Holdings Inc., 00 Xxxxxx Xxxxx, 15th Floor, New York, NY 10001, Attention: Head of Human Resources. In the event you revoke this Agreement addressed prior to the Company at its corporate offices to eight (8th) day after the attention of Xxxxx Xxxxexecution thereof, with a copy to Xxxxxx X. Xxxxxxx, Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000, specifying his intention to revoke his agreement. If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment and the parties' obligations under this Agreement, including without limitation, and the General Release and Waiver provided in Section 3 hereof, promises contained herein shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreementvoid. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ XXXXX XXXX ----------------------------------- MARKETAXESS HOLDINGS INC. By: Name: Xxxxx Xxxx Title: Vice President and Secretary /s/ XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx ACCEPTED: insert name Acknowledgment STATE OF ARIZONA ) ) ss: COUNTY OF MARICOPA ) On the 9th __ day of December______, 200220__, before me personally came Xxxxxx Xxxxxx [insert name], to me known and known to be to be the Executive whoperson described herein, being by and who executed, the foregoing Waiver and General Release, and duly acknowledged to me duly sworn, did depose and say that he resides at 0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding executed the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth thereinsame. /s/ XXXXX X. XXX ---------------------- Notary Public Date: December 9, 2002_________________________ Commission Expires: ____________________ Exhibit B Form of Stock Option Agreement Exhibit C Form of Performance Share Agreement Exhibit D Form of Restricted Stock Unit Agreement Exhibit E Form of Restricted Stock Unit Agreement Exhibit F Indemnification Agreement Exhibit G
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