Long-term Consideration for Award. By accepting this Award Agreement you acknowledge the terms and conditions set forth in Section 24 of the Plan and that such terms are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Section 24 of the Plan, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in this Section 16 or Section 24 of the Plan, shall cause this Award to become null, void, and unenforceable. You further acknowledge and agree that the terms and conditions of this Section 16 and Section 24 of the Plan shall survive both (i) the termination of your Continuous Service for any reason, and (ii) the termination of the Plan, for any reason. You acknowledge and agree that the grant of PSUs in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company may pursue any or all of the following remedies if you either violate the terms of this Section 16 or Section 24 of the Plan or succeed for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):
(i) declaration that the Award is null and void and of no further force or effect;
(ii) recapture of any cash paid or Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;
(iii) recapture of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed of by you, or any designee or beneficiary of you. The remedies provided above are not intended to be exclusive, and the Company may seek such other remedies as are provided by law, including equitable relief. You acknowledge and agree that your adherence to the foregoing requirements will not prevent you from engaging in your chosen occupation and earning a satisfactory livelihood following the termination of your employment with the Company
Long-term Consideration for Award. The Participant recognizes and agrees that the Company’s key consideration in granting this Award is securing the long-term commitment of the Participant to serve as an officer of the Company who will advance and promote the business interests and objectives of the Company and/or its Affiliates (the “Company Group”). Accordingly, the Participant agrees that this Award shall be subject to the terms and conditions set forth in Section 25 of the Plan (relating to the termination, rescission and recapture if you violate certain commitments made therein to the Company Group), as well as to the following terms and conditions as material and indivisible consideration for this Award:
Long-term Consideration for Award. Participant recognizes and agrees that the Company’s key consideration in granting this Award is securing Participant’s long-term commitment to advance and promote the Company’s business interests and objectives. Accordingly, Participant agrees to the following as material and indivisible consideration for this Award:
Long-term Consideration for Award. [OPTIONAL] The terms and conditions set forth in Exhibit E are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Exhibit E, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in Exhibit E, shall cause this Award to become null, void, and unenforceable.
Long-term Consideration for Award. The Participant recognizes and agrees that the Company's key consideration in granting this Option is securing the long-term commitment of the Participant to serve as a trusted executive officer who will advance and promote the Company's business interests and objectives. Accordingly, the Participant agrees to the following as material and indivisible consideration for this Award:
Long-term Consideration for Award. [OPTIONAL] The terms and conditions set forth in Exhibit D are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Exhibit D, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in Exhibit D, shall cause this Award to become null, void, and unenforceable.
Long-term Consideration for Award. The terms and conditions set forth in Annex D (including the terms of the Protective Provisions as defined therein) are hereby incorporated by reference and made an integral part of this Agreement. An invalidation of all or a part of Annex D or the Protective Provisions, your commencement of litigation to invalidate, modify or alter the terms and conditions set forth in Annex D or the Protective Provisions, or your failure to perform your obligations under the Protective Provisions shall cause this Agreement to become null, void and unenforceable.] [FOR THOSE WITHOUT EMPLOYMENT AGREEMENTS:
Long-term Consideration for Award. If Section 1 above provides for the application of Plan Section 25 to this Award, then the terms and conditions set forth in your existing Talecris Intellectual Property Agreement or such other employment agreement that includes terms intended to protect Talecris’ business interests, as amended from time-to-time in accordance with its terms, (the “Business Protection Agreement”) are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation or incompletion of all or part of the Business Protection Agreement, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth your Business Protection Agreement, shall cause this Award to become null, void, and unenforceable.
Long-term Consideration for Award. [OPTIONAL] The terms and conditions set forth in Exhibit F are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Exhibit F, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in Exhibit F, shall cause this Award to become null, void, and unenforceable.
Long-term Consideration for Award. If Section 1 above provides for the application of Plan Section 5.13 to this Award, then by executing this Award Agreement you acknowledge and agree that the Company’s key consideration in granting this Award is securing your long-term commitment to serve as a key employee who will advance and promote the Company’s business interests and objectives, and, accordingly, you agree that this Award shall be subject to the terms and conditions of Plan Section 5.13 (relating to the termination, rescission, and recapture of this Award if you violate certain commitments made therein to the Company) as material and indivisible consideration for this Award.
