Employee’s Acknowledgement. It is the express intention of Employee and Employer to comply with sections 15.50 et seq. of the Texas Business and Commerce Code in effect as of the date of execution hereof. Employee stipulates that the provisions of this Agreement are not oppressive or overly burdensome to Employee and will not prevent Employee from earning an income following termination of this Agreement. Employee warrants and represents that:
a. Employee is familiar with non-compete and non- solicitation covenants;
b. Employee has discussed or acknowledges the opportunity to discuss the provisions of the non-compete and non-solicitation covenants contained herein with Employee's attorney and has concluded that such provisions (including, without limitation, the right to equitable relief and the length of time provided for herein) are fair, reasonable and just under the circumstances;
c. Employee is fully aware of the obligations, limitations and liabilities included in the non-compete and non-solicitation covenants contained in this Agreement;
d. The scope of activities covered hereby are substantially similar to those activities to be performed by Employee under this Agreement;
e. The twenty-four (24) month non-compete and non- solicitation period is a reasonable restriction, giving consideration to the following factors:
(1) Employee and Employer reasonably anticipate that this Agreement, although terminable under certain provisions, will continue in effect for sufficient duration to allow Employee to attain superior bargaining strength and an ability for unfair competition with respect to the customers covered hereby; (2) the duration of the twenty-four (24) month non-compete and non-solicitation period is a reasonably necessary period to allow Employer to restore its position of equivalent bargaining strength and fair competition with respect to those customers covered hereby; and (3) historically, employees of all types have remained with Employee for a duration of longer than the duration of the twenty-four (24) month non-compete and non-solicitation period; and
f. The limitations contained in this Agreement with respect to geographic area, duration and scope of activity are reasonable; however, if any court shall determine that the geographic area, duration or scope of activity of any restriction contained in this Agreement is unenforceable, it is the intention of the parties that such restrictive covenants set forth herein shall not thereby be terminated, but shall be deemed...
Employee’s Acknowledgement. The Employee acknowledges that no representation, promise or inducement has been made other than as set forth in this Agreement, and that the Employee enters into this Agreement without reliance upon any other representation, promise or inducement not set forth herein. The Employee further acknowledges and represents that Employee assumes the risk for any mistake of fact now known or unknown, and that Employee understands and acknowledges the significance and consequences of this Agreement and represents that its terms are fully understood and voluntarily accepted. The Employee also acknowledges (a) that Employee has consulted with or has had the opportunity to consult with an attorney of Employee choosing concerning this Agreement and has been advised to do so by Xxxxxx Laboratories and (b) that Employee has read and understands this Agreement, is fully aware of its legal effect, and has entered into it freely and voluntarily based on Employee own judgment. The Employee acknowledges that Employee has been given a reasonable time to consider the terms of this Agreement.
Employee’s Acknowledgement. Employee acknowledges and agrees that, except for this Agreement, Employee would have no right to receive the benefits described in Section 7.
Employee’s Acknowledgement. The Employee acknowledges that he has read and understands the foregoing, and that the Employer has advised him that this Agreement substantially alters and supercedes the Employee's rights at common law. The Employee specifically acknowledges that the Employer has advised him to seek independent legal advice prior to executing this Agreement.
Employee’s Acknowledgement. This evaluation has been discussed with me and my signature on this document acknowledges receipt of a copy of this evaluation and in no way signifies agreement with the aforementioned comments. Employee’s Signature: Date: The parties agree as follows:
Employee’s Acknowledgement. The duties and obligations of the Company to the Employee under this Agreement shall be in consideration for the Employee’s past services to the Company, the Employee’s continued employment with the Company, and the Employee’s execution of the release described in Section 3.1. The Employee acknowledges and agrees that his or her execution of the release described in Section 3.1 is a precondition to the Employee’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such condition has been satisfied through the scheduled date of payment.
Employee’s Acknowledgement. Employee acknowledges and represents that he or she has consulted with (or has had an opportunity to consult with) independent legal counsel regarding his or her rights and obligations under this Agreement (including, without limitation, the Plan) and that he or she fully understands the terms and conditions contained herein and therein.
Employee’s Acknowledgement. Employee acknowledges that this Agreement has been prepared on behalf of Employer by counsel to Employer. Employee acknowledges that he/she has had the opportunity to seek independent legal advice with regard to his/her rights and obligations under this Agreement.
Employee’s Acknowledgement. Without limiting the foregoing, the Employee hereby acknowledges and agrees that (i) the Employee’s resignation as Chairman and resignation from the Board and (ii) the change in the Employee’s compensation as set forth in the Term Sheet does not constitute Good Reason for termination of Employee’s employment under the Transition Agreement or otherwise. The Employee further agrees and acknowledges that any future reduction in the Employee’s hours (including reduction in associated authority, duties and responsibilities relating thereto) and any reduction in base salary, other compensation and benefits, including, without limitation a reduction in Base Salary, contributions to the Company’s Supplemental Executive Retirement Plan for the benefit of the Employee or reduction in the target bonus for the Employee under Short Term Incentive Plan reflecting such reduction in hours and/or reduction in Base Salary shall not constitute a Good Reason for the Employee’s termination of his employment with the Company under the Transition Agreement or otherwise.
Employee’s Acknowledgement. The Employee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award Agreement subject to all of the terms and provisions thereof. The Employee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands the provisions of the Award Agreement. The Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Award Agreement. The Employee further agrees to notify the Company upon any change in his or her residence address. A facsimile or photocopy of an executed counterpart of this Award Agreement shall be sufficient to bind the party or parties whose signature(s) appear thereon. Employee Federal-Mogul Corporation By: Name: Name: Title: EXHIBIT A to Stock Appreciation Rights Agreement FEDERAL-MOGUL CORPORATION 2010 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHTS EXERCISE NOTICE Federal-Mogul Corporation 00000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxxxxx, XX 00000 XXX Attention:
1. Exercise of Stock Appreciation Rights (“SARs”). Effective as of today, , 20 , the undersigned (the “Employee”) hereby elects to exercise SARs under and pursuant to the 2010 Stock Incentive Plan (the “Plan”) and the Stock Appreciation Rights Agreement dated , 20 (the “Award Agreement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan and the Award Agreement.
