ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement (including the terms of the Plan and the Grant Summary) contains the entire understanding of the parties, provided that, if you are subject to the Mutual Arbitration Agreement, then the Mutual Arbitration Agreement is hereby incorporated into and made a part of this Agreement. Subject to Sections 19, 21 and 23 of this Agreement, and the provisions of Addendum A, this Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in a writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Company By I have read this Agreement in its entirety. I understand that this Award has been granted to provide a means for me to acquire and/or expand an ownership position in Xxxxxxx-Xxxxx Squibb Company. I acknowledge and agree that sales of shares will be subject to the Company’s policies regulating trading by employees. In accepting this Award, I hereby agree that Xxxxxx Xxxxxxx Xxxxx Xxxxxx, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information for the administration of this Award.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. Xxxxxxx-Xxxxx Squibb Company By I have read this Agreement in its entirety. I understand that this Award has been granted to provide a means for me to acquire and/or expand an ownership position in Xxxxxxx-Xxxxx Squibb Company, and it is expected that, if applicable, I will retain the stock I receive upon the vesting of this award consistent with the Company’s share retention guidelines. I acknowledge and agree that sales of shares will be subject to the Company’s policy regulating trading by employees. In accepting this Award, I hereby agree that Xxxxx Xxxxxx, or such other vendor as the Company may choose to administer the Plan, may provide the Company with any and all account information necessary to monitor my compliance with the Company’s Share Retention Policy and other applicable policies. I hereby agree to all the terms, restrictions and conditions set forth in the Agreement.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to the foregoing terms and conditions and accept the Performance Share Award subject thereto. Exhibit A PERFORMANCE SHARES AGREEMENT Under the Xxxxxxx-Xxxxx Squibb Company 2007 Stock Award and Incentive Plan 2009-2011 Performance Shares Award — 2009 Performance Goals The number of 2009 Performance Shares earned by Participant shall be determined as of December 31, 2009 (the “Earning Date”), based on the Company’s 2009 Net Sales Performance (net of foreign exchange), 2009 Non-GAAP Diluted EPS Performance, and 2009 Working Capital plus Capital Expenditures (net of foreign exchange) as a Percent of Net Sales Performance, each as defined below, determined based on the following grid: Performance Measure Threshold Target Maximum 2009 Net Sales 2009 Non-GAAP Diluted EPS 2009 Working Capital plus CAPEX as a Percent of Net Sales Participant shall earn 40% of the target number of 2009 Performance Shares for “Threshold Performance,” 100% of the target number of 2009 Performance Shares for “Target Performance,” and 165% of the target number of 2009 Performance Shares for “Maximum Performance.” For this purpose, 2009 Net Sales Performance and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance are weighted 25% each, and 2009 Non-GAAP Diluted EPS Performance is weighted 50%, so level of earning of 2009 Performance Shares shall be determined as a percentage for each performance measure and the weighted average of the three percentages. Determinations of the Committee regarding 2009 Net Sales Performance, 2009 Non-GAAP Diluted EPS Performance, and 2009 Working Capital plus Capital Expenditures as a Percent of Net Sales Performance, the resulting 2009 Performance Shares earned and related matters will be final and binding on Participant. In making its determinations, the Committee may exercise its discretion (reserved under P...
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties. Any waiver or any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Signature: Date: I have read this agreement in its entirety. My signature below indicates my agreement to all the terms, restrictions and conditions set forth in the agreement. Award Recipient Signature: Date:
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties, provided that, if you are subject to the Mutual Arbitration Agreement, then the Mutual Arbitration Agreement is hereby incorporated into and made a part of this Agreement. Subject to Sections 19, 21 and 23, and the provisions of Addendum A, this Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. For the Company Xxxxxxx-Xxxxx Squibb Company By: Date: I have read this Agreement in its entirety. I hereby agree to all the terms, restrictions and conditions set forth in the Agreement.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties, except that the Company may adopt a modification or amendment to the Agreement that is not materially adverse to you in writing signed only by the Company. Any waiver of any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. 22. ADDENDUM Your RSUs shall be subject to any special provisions set forth in the Addendum to this Agreement for your country, if any. If you relocate to one of the countries included in the Addendum, the special provisions for such country shall apply to you, to the extent the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. The Addendum, if any, constitutes part of this Agreement. 23.
ENTIRE AGREEMENT AND NO ORAL MODIFICATION OR WAIVER. This Agreement contains the entire understanding of the parties. This Agreement shall not be modified or amended except in writing duly signed by the parties. Any waiver or any right or failure to perform under this Agreement shall be in writing signed by the party granting the waiver and shall not be deemed a waiver of any subsequent failure to perform. I have read this agreement in its entirety. I hereby agree to the foregoing terms, restrictions and conditions set forth in the agreement and accept the stock award subject hereto. Xxxxxxx-Xxxxxx Squibb Company By
