Common use of Consent and Agreement With Respect to Plan Clause in Contracts

Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS ADDENDUM TO THE RESTRICTED STOCK UNIT AWARD AGREEMENT In addition to the terms of the Plan, the Grant Notice and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum is “Applicable,” then the RSUs are subject to the following additional terms, conditions and provisions. All capitalized terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or the Agreement. ||| Participant acknowledges that (i) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described in this clause (y) relates to the business or activity of providing any of the services described in clause (x).

Appears in 1 contract

Samples: Restricted Stock Unit Award Agreement (GCM Grosvenor Inc.)

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Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Award subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: ___________________________________ Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT BIO-TECHNE CORPORATION 2020 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Award is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 9(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Award to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Award and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (BIO-TECHNE Corp)

Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Option subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS [Signature page follows.] ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: ___________________________________ Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE RESTRICTED GLOBAL EMPLOYEE NONQUALIFIED STOCK UNIT AWARD OPTION AGREEMENT BIO-TECHNE CORPORATION SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Option is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 7(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Option to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Option and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp)

Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Award subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT BIO-TECHNE CORPORATION SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Award is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 9(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Award to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Award and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (BIO-TECHNE Corp)

Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Award subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: ___________________________________ Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT BIO-TECHNE CORPORATION SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Award is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 9(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Award to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Award and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Restricted Stock Unit Agreement (BIO-TECHNE Corp)

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Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Option subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS [Signature page follows.] ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: ___________________________________ Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE RESTRICTED GLOBAL EMPLOYEE NONQUALIFIED STOCK UNIT AWARD OPTION AGREEMENT BIO-TECHNE CORPORATION 2020 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Option is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 7(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Option to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Option and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp)

Consent and Agreement With Respect to Plan. Participant (a) acknowledges that a copy of the Plan and the U.S. prospectus for the Plan has been available to Participant; (b) represents that he or she has read and is familiar with the terms and provisions thereof, has had an opportunity to obtain the advice of counsel of his or her choice prior to executing this Agreement and fully understands all provisions of this Agreement and the Plan; (c) accepts the RSUs this Option subject to all of the terms and provisions thereof; and (d) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. * * * * * RESTRICTIVE COVENANTS [Signature page follows.] ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written. BIO-TECHNE CORPORATION By Its PARTICIPANT By: Printed Name: [●] BIO-TECHNE CORPORATION ADDENDUM TO THE RESTRICTED GLOBAL EMPLOYEE NONQUALIFIED STOCK UNIT AWARD OPTION AGREEMENT BIO-TECHNE CORPORATION SECOND AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN In addition to the terms of the Plan, the Grant Notice Plan and the Agreement, if the Grant Notice indicates that the Restrictive Covenants Addendum Option is “Applicable,” then the RSUs are subject to the following additional terms, terms and conditions and provisionsas set forth in this addendum (the “Addendum”). All capitalized defined terms as contained in this Restrictive Covenants Addendum shall have the same meaning as set forth in the Plan, the Grant Notice and/or Plan and the Agreement. ||| Participant acknowledges that (iPursuant to Section 7(q) the GCM Group conducts business throughout the world, (ii) the Company and the GCM Group have a vital and continuing interest in protecting that business, including without limitation, their existing and prospective relationships with clients and with investment funds in which any Grosvenor Party or investment funds managed by any of them invest, its marketing agents, and its officers, employees, and consultants (the “Interests”), (iii) the covenants contained in this Restrictive Covenants Addendum are reasonably necessary to protect the Interests, including, but not limited to, those identified above, and (iv) the restrictions and other provisions hereafter set forth in this Restrictive Covenants Addendum are reasonable and necessary in all respects including, without limitation, duration, geographic reach, and scope of activities covered, to provide such protection of the Interests. Participant further acknowledges and represents that the RSUs provided by the Company in this Agreement adequately compensate Participant for any potential employment opportunities Participant may forego as a result of Participant’s compliance with the protective covenants contained in this Restrictive Covenants Addendum, that such compensation will enable Participant to provide for the needs and wants of Participant’s family without violating such restrictions, and that the truth of the foregoing representations is a material condition to Participant’s employment by the Company. Accordingly, in consideration of the promises and covenants given to Participant under this Agreement, including, without limitation, Participant’s entitlement to the RSUs in this Agreement, Participant agrees to be bound by and to faithfully observe the restrictions and covenants set forth hereafter in this Restrictive Covenants Addendum and further agrees that Participant will not do or attempt to do indirectly, through any other Person, or by any other manner, means, or artifice, anything which this Restrictive Covenants Addendum prohibits Participant from doing directly. Investment Management or Advisory Services. Participant shall not, directly or indirectly (except in a Permitted Capacity), until one (1) year after Participant’s Termination of Service, either (x) provide or offer (or attempt to provide or offer), whether as an officer, director, employee, partner, consultant, shareholder, independent contractor or otherwise, investment advisory or investment management services to any Person anywhere in the world (including but not limited to providing any services to any investment entity or vehicle of a type commonly known as a “hedge fund,” a private equity fund, a fund of hedge funds, a fund of private equity funds, or an infrastructure fund), or (y) become an officer, director, partner, owner, or employee of, or contractor with or consultant to, or invest in, any Person which provides services described in clause (x) or which acts as distribution agent for (or otherwise sells or markets the services of) any Person that provides the services described in clause (x), to the extent that an act described Participant transfers residence and/or employment to another country, the additional terms and conditions as set forth in this clause the Addendum for such country (yif any) relates shall also apply to the business Option to the extent the Company determines, in its sole discretion, that the application of such addendum is necessary or activity of providing any advisable in order to comply with local laws, rules and regulations, or to facilitate the operation and administration of the services described in clause Option and the Plan (xor the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer).. European Union (“EU”) / European Economic Area (“EEA”) / Switzerland / United Kingdom

Appears in 1 contract

Samples: Global Employee Nonqualified Stock Option Agreement (BIO-TECHNE Corp)

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