Contents of Agreement; Amendment Sample Clauses

Contents of Agreement; Amendment. This Agreement supersedes all prior agreements with respect to the subject matter hereof (including without limitation any other change in control agreement in effect between the Company or a Subsidiary or Affiliate and the Employee) and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof. This Agreement cannot be amended except pursuant to approval by the Board and a written amendment executed by the Employee and the Chair of the Compensation Committee. The provisions of this Agreement may require a variance from the terms and conditions of certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof in order to obtain the maximum benefits for the Employee. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.

Contents of Agreement; Amendment. This Agreement supersedes all prior agreements between Executive and the Company or any of its subsidiaries and affiliates including, but not limited to, an Employment Agreement dated September 17, 1996 and sets forth the entire understanding between the parties with respect to its subject matter and cannot be changed, modified, extended or terminated except upon written amendment executed by the parties.

Contents of Agreement; Amendment. This Agreement supersedes all prior agreements with respect to the subject matter hereof and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof. This Agreement cannot be amended except pursuant to approval by the Human Resources Committee of the Company’s Board of Directors and a written amendment executed by the Employee and the Chair of the Company’s Board of Directors or his delegee. The provisions of this Agreement may require a variance from the terms and conditions of certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof in order to obtain the maximum benefits for the Employee. The parties intend that, to the extent permitted under Code Section 409A, the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Human Resources Committee of the Company’s Board of Directors.

Contents of Agreement; Amendment. This Agreement and the Confidentiality Agreement set forth the entire understanding of the Parties with respect to the transactions contemplated hereby. This Agreement shall not be amended or modified except by written instrument duly executed by each of the Parties. Any and all other previous agreements and understandings between the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement and the Confidentiality Agreement.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by the parties hereto. Any such written amendment must be approved by the Committee to be effective against RCM. In addition, the terms set forth herein as it relates to the ability for the Participant to become vested in the Stock Units and dividend equivalents shall control with respect to the Participant’s rights with respect to the Stock Units and corresponding dividend equivalents, and any contrary provision set forth in any agreement (whether oral or written) between the Participant and the Company that relates to the earning and/or vesting of equity rights shall not apply to this grant.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the severance benefits and supersedes any prior or other agreement or understanding between the parties with respect to such subject matter, including specifically any severance policy maintained by the Employer. [For CEO agreement only: In consideration of the promises made in this Agreement, the Executive and the Company agree that the Employment Agreement, dated January 17, 2008, by and between Xxxxxxx Controls, Inc. and R. Xxxxx XxXxxxxx and the Change of Control Employment Agreement, dated September 25, 2012, by and between Xxxxxxx Controls, Inc. and R. Xxxxx XxXxxxxx (the “Prior Agreements”) (which agreements were assumed by the Company), shall be terminated effective immediately prior to the Effective Date. As a result of such termination, all of the rights or obligations of either party under the Prior Agreements shall be null and void and of no further force and effect as of the Effective Date, and none of those rights or obligations shall survive the termination of such agreements, notwithstanding any provision in such agreements to the contrary. In addition, in consideration of the promises made in this Agreement, the Executive hereby releases all members of the Company Group and Xxxxxxx Controls, Inc. (and all of its affiliates), and all of their respective owners, agents, employees, directors, officers and all their predecessors, successors and assigns, from any and all claims, causes of action, damages, demands and recoveries of any kind, whether known or unknown, which Executive has, or ever has had, or ever in the future arising from or otherwise relating to the Prior Agreements.] This Agreement may not be amended or modified at any time except by written instrument executed by the Company, the Employer and the Executive.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof, but does not affect the terms or interpretation of any other agreements existing between the Company and the Executive. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof, except as noted in this Section 11, and cannot be changed, modified, extended or terminated except upon written amendment approved by the Board and executed on its behalf by a duly authorized officer and by Executive. This Agreement supersedes the provisions of any employment or other agreement between Executive and the Company that relate to any matter that is also the subject of this Agreement, including, but not limited to, the Prior Employment Agreement, and such provisions in such other agreements will be null and void, except that Sections 2(e), (f), (g) and (h) of the MOU continue in full force and effect for so long as necessary to effectuate their terms. For the avoidance of doubt, Executive specifically acknowledges that, as of the Effective Date, the Prior Employment Agreement is null, void, and no longer in effect and that he is not entitled to any of the rights set forth in the Prior Employment Agreement; provided, however, that this Section 11 is not intended to affect any rights that Executive may have with respect to compensation for fiscal year 2016.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the severance benefits and supersedes any prior or other agreement or understanding between the parties with respect to such subject matter, including specifically any severance policy maintained by the Employer. This Agreement may not be amended or modified at any time except by written instrument executed by the Company, the Employer and the Executive.

Contents of Agreement; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof, except for the Key Executive Employment and Severance Agreement (the “KEESA”) between the Executive and the Company. Anything in this Agreement to the contrary notwithstanding, in the event of a Change in Control of the Company (as defined in the KEESA) at a time that the KEESA is in effect, then the rights and obligations of the Company and the Executive in respect of the Executive’s employment shall be determined in accordance with the KEESA rather than under this Agreement. Nothing contained in this Agreement shall be deemed to supersede any of the obligations, agreements, provisions or covenants of the Company or the Executive contained in the KEESA. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.