Xxxx and Xxxxxxx X. Xxxxxxxx. Notwithstanding any provision of Section 15.01, subject to any required action by the compensation committee of the Time board of directors, in accordance with the Employment Agreement, dated October 31, 2013, by and between Time and Xxxxxx X. Xxxx (“Xxxx”) (the “Xxxx Employment Agreement”) and the Employment Agreement, dated October 31, 2013, by and between Time and Xxxxxxx X. Xxxxxxxx (“Bairstow”) (the “Bairstow Employment Agreement”), if any, effective immediately upon the Distribution, each outstanding TWX Option, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxx or Bairstow, as applicable, shall be converted into an option (each, a “Converted Time Option”) to acquire shares of Time Common Stock, on substantially the same terms and conditions as were applicable under such TWX Option (other than with respect to exercise price and the number and type of shares covered thereby). The adjustments provided in this Section 15.02 with respect to any TWX Options are intended to be effected in a manner that is consistent with Section 409A of the Code. Furthermore, subject to any required action by the compensation committee of the Time board of directors in accordance with the Xxxx Employment Agreement or the Bairstow Employment Agreement, if any, effective immediately upon the Distribution, each outstanding TWX RSU, whether vested or unvested, that is held, immediately prior to the Distribution, by Xxxx or Bairstow, as applicable, shall be converted into a restricted stock unit with respect to shares of Time Common Stock (such restricted stock units, the “Converted Time RSUs”), on substantially the same terms and conditions as were applicable under such TWX RSU (other than with respect to the number and type of shares covered thereby). Effective immediately upon the Distribution, Time shall be responsible for all Liabilities related to the TWX Options and TWX RSUs held by Xxxx and Bairstow (as Converted Time Options and Converted Time RSUs) and, from and after the Distribution, no member of the TWX Group shall have any Liabilities with respect thereto.
Xxxx and Xxxxxxx X. Xxxx will be treated as a “Qualifying Holder” for purposes of the Stockholders Agreement with respect to any period of time during which such Executive establishes to the reasonable satisfaction of the Company that such Executive is an “affiliate” of the Company (as that term is used in Rule 144), even if such Executive does not then hold Shares that represent at least 1% of the then outstanding shares of Common Stock and therefore would not otherwise then qualify as a “Qualifying Holder” for purposes of the Stockholders Agreement.
Xxxx and Xxxxxxx X. Xxxxxxx, Xx. has agreed to act as Trustee and to hold and administer the assets of the Plan in accordance with the terms of this Trust Agreement.
Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 2011-CA-88-M and Xxxxxx X. Xxxxxxxxx v. Xxxxx X. Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 3D12-2277 loss, damage or injury whatsoever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Released Parties, committed or omitted prior to the date of this Agreement including, but not limited to, alleged violations of Stirrup Key's governing documents, including, but not limited to, alleged violations of Stirrup Key's Amended and Restated Master Declaration of Restrictions for Xxxxxxx Key, dated May 30, 1996, as recorded in Official Records Book 1419, Page 703 of the Public Records of Monroe County, Florida, and alleged violations of Stirrup Key's Amended and Restated Master Declaration of Restrictions for Stirrup Key, dated April 3, 2008, as recorded in Official Records Book 2354, Page 255 of the Public Records of Monroe County, Florida. This Agreement is to include, but not to be limited to, all claims and causes of action, general or specific, which could be or have been alleged against any and all persons and entities, including, but not limited to, those sounding in breach of contract, breach of deed restrictions, breach of fiduciary duty, breach of homeowner association governing documents, trespass, ejectment, slander of title, defamation, intentional interference with a business relationship, negligence, professional negligence, negligent misrepresentation, fraud, gross negligence, claims involving willful and wanton disregard, equitable relief, including, but not limited to, injunctive relief, declaratory relief, specific performance, promissory estoppel, any violations involving breach of statutory, common law, or duties under Florida's common law, and/or Florida's Homeowners' Association Act, Chapter 720, Florida Statutes, which were raised or could have been raised, in connection with the Trial Court Lawsuit and/or the Appeal. The Payers fully understand and agree that this Agreement includes, but is not limited to, any and all claims, damages, compensatory, economic and noneconomic, including, but not limited to, promissory estoppel, declaratory relief, specific performance, actual, special, lost profits, costs, interest, punitive, loss of use of property, diminution in value of property, and all other damages, attorneys' fees and costs, actions and causes of actions alleged or which could have be...
Xxxx and Xxxxxxx X. Xxxx (who are listed on the signature pages hereto as the “Xxxx Executives”) and such other persons, if any, who from time to time become parties to this Agreement as “Executives” by executing a counterpart hereto that is accepted by the Company and a Requisite Capital IV Majority (each of the persons named or otherwise described in this clause (v), an “Executive”);
Xxxx and Xxxxxxx X. Xxxxx, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Xxxxxx X. Xxxx, Xx., for the benefit of Xxxxxx Xxxxx Xxxx Dear Xx. Xxxx: and Xx. Xxxxx: Reference is made to the Collateral Agreement, dated as of September 16, 2002, by and between JPMorgan Chase Bank, and Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxxx, as Trustees under the Agreement of Trust, dated as of December 22, 1980, established by Xxxxxx X. Xxxx, Xx., for the benefit of Xxxxxx Xxxxx Xxxx (the “Collateral Agreement”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Collateral Agreement. As a matter of clarification, each of the parties hereto acknowledge and agree that the Collateral Agreement is hereby amended by deleting Section 6(h) in its entirety and replacing it with the following:
Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., 16th Circuit Case No. 2011-CA-88-M, in and for Monroe County, Florida (hereinafter referred to as the "Trial Court Lawsuit") against Stirrup Key and the Chews with prejudice, with each party bearing their own attorneys' fees and costs, by executing a Joint Stipulation of Dismissal with Prejudice of Entire Case, with proposed Final Order of Dismissal with Prejudice of Entire Case, attached thereto, in the form attached and incorporated to this Agreement as Exhibit "A"; and
Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., 3d DCA Case No. 3D12-2277 (hereinafter "the Appeal") against Stirrup Key and the Chews with prejudice, with each party bearing their own attorneys' fees and costs, by executing a Joint Stipulation of Dismissal with Prejudice of Appeal, in the form attached and incorporated to this agreement as Exhibit "B."
Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 2011-CA-88-M and Xxxxxx X. Xxxxxxxxx v. Xxxxx X. Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 3D12-2277
Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 2011-CA-88-M and Xxxxxx X. Xxxxxxxxx v. Xxxxx X. Xxxx and Xxxxxxx X. Xxxx, and Stirrup Key Homeowners Association, Inc., Case No. 3D12-2277 harmless Stirrup Key and the Chews from any and all actions, claims, liens, or demands of any nature that are filed or will be filed against Stirrup Key or the Chews which arise out of the alleged damages to the Payers, the Payers' heirs, assigns, agents or insurers, resulting or claimed to have resulted from the Trial Court Lawsuit or the Appeal. In case any suit or other proceeding shall be brought on account of such claim, lien, or demand, the Payers agree to pay any costs, expenses, and attorneys' fees incurred in the defense of such action and to pay all judgments that may be incurred or claimed against Stirrup Key or the Chews.
